Assassinverse: Vengeance of the Star
by Alphamon Ouryuuken
Summary: Upon seeing the dragon that she views as son die, Twilight let's loose a magic burst very similar to the one she had as a foal, completely obliterating most of her would-be assassins. She soon becomes obsessed with hunting down ones who conspired to bring about her end, she will have justice and no one will stand in her way, not even the elements themselves...or her mentor...
1. Snuffed Flames

Rain poured from the dim-grey clouds with the ferocity of a waterfall as thunder rumbled overhead. Not a single ray of sunlight pierced through the clouds... it fit how everyone felt perfectly, as a small yet important source of joy had been taken from Ponyville.

 _'Even the heavens are weeping...'_ The white unicorn thought as she walked into the church. The moment she entered her ears were assaulted by the sounds of pained sobbing from ponies that had already arrived. Tapestries depicting a bright green flame surrounding a heart-shaped ruby hung from both sides of the room, while others depicted the event where the young creature-now known as a hero by many-throwing the Crystal Heart up to Princess Cadence.

As she walked down the aisle, she could make out several familiar faces among the crowd, the Cakes, Derpy and the Doctor, the Spa Twins, Lyra (although Bonbon was noticeably absent), Trixie(having abandoned her trademark hat and cape in favor of proper funeral attire), Cranky and Matilda, the Flower Trio, Zecora, even several citizens from the Crystal Empire had arrived.

"Rarity." She heard someone whisper, turning to her left she saw her friends sitting in the front row. Fluttershy was holding onto Pinkie as she sobbed, constantly whispering "Why?" over and over again as Pinkie gently stroked her mane.

The party pony wasn't doing so well either, her entire coat had gone dim and the vibe she gave off was that of complete depression. Her mane was no longer poofy and full of energy, but flat and lifeless, as if if all the joy had been sucked out of her.

Beside the two were Applejack and her little sister, who was doing her best to keep a straight face and not start crying herself. Applebloom on the other hand was crying her eyes out with her face buried in her hooves, her big sister place a comforting hoof around her and held her close.

If Rarity needed any proof the the farm pony cried on the inside, this was it.

"Rarity." The voice called out, slightly louder this time. Looking past the three she found Rainbow Dash, holding a sniffling Scootaloo close.

"Sis?" Rarity looked down at her own little sister, who was on the verge of tears herself. "C-can I sit with my friends?" She sniffed.

Rarity noticed the vacant seat between both Scootaloo & Applebloom, she nodded in confirmation, at a time like this, those three would need each other. Sweetie Belle mumbled a small 'thank you' slowly trotted towards the empty seat. Rarity seated herself next to Rainbow Dash.

"I still can't believe this..." She heard the cyan Pegasus grumble. "If... if I had-"

"Don't you _dare_ start blaming yourself Rainbow Dash." The fashionista whispered harshly before turning her attention back to the altar. "None of us could have seen this coming..."

Rainbow Dash scowled, a lone tear escaping her eye. _'That doesn't make me feel any less guilty… I should've been faster...'_ She mentally berated herself, remembering that night…

* * *

 _'I can't bucking believe this!' Rainbow Dash mentally snapped as she flew across the night sky, their argument from earlier still fresh in her mind. 'How could she do this to me?! After everything I did, everything we've been through?!'_

 _All her life her dream had been to join the Wonderbolts, to soar with the best of the best, those that were considered elite flyers. And when they came to Twilight for her opinion and conformation... she stabbed her in the back._

 _"'To stubborn and headstrong' she says... Who the hay does she think I am, Lighting Dust?!" She grumbled as she landed on the cloud overlooking the town. "Guess that's what I'm the Element of Loyalty and not her."_

 _"Some Princess of Friendship you turned out to be." She snarled, glaring at Castle in the distance, as if trying to mentally set it ablaze. "I'd love to see you have that same attitude if you lost something important to you."_

 _She then sighed as she turned away. "I need a bucking drink-"_

 _"SPIIIIIIIIKE!" Rainbow Dash froze as Twilight's pained scream echoed throughout all of Ponyville._

 _"What the-?!" Was as far as Rainbow Dash got as she turned towards Canterlot..._

 _*BOOOOM*_

 _...just in time to see it engulfed in a massive explosion, the cyan Pegasus let out a gasp of horror as a large plume of smoke erupted from the castle._

 _"TWILIGHT, NO!" Rainbow Dash screamed in terror as she darted towards the city as fast as her wings would carry her, all the while mentally screaming. 'I didn't mean it, I didn't mean it, I DIDN'T MEAN IT!'_

* * *

The cyan Pegasus was brought out of her thoughts when she saw her friend approach the altar, a blue-maned and yellow coated Royal Guard by her side.

Twilight herself looked absolutely terrible, her mane, tail, and wings were all a mess, and while she couldn't outright confirm it, it looked like she hadn't bathed for who knows how long, her eyes were all swollen and puffy and her face was red and lined with tear tracks.

 _'Twilight... I'm so sorry... no one deserved this...'_ Rainbow Dash thought as the Princess of Friendship prepared to make her speech.

"I... I remember when I first hatched Spike his egg, he was so innocent... so curious about the world around him..." She sniffed, trying her best to remain composed. "As he grew, so did his desire to help those around him. He-he became the greatest assistant a pony could ask for, no matter what task he was given, he'd try his hardest to complete it." She bit her lip, coming close to breaking down. She turned away for a moment... looking at the casket that held her son: Spike.

His casket was adorned with several purple and green gems in varying sizes, inside was the dragon himself, wearing a small black suit that covered up the wound, his arms crossed over his chest, and his eyes closed, almost as if he were sleeping.

The casket itself was surrounded by flowers of various kinds, along with several pictures of him. Each one depicting their fondest memories, from the time they officially moved into Ponyville to the time she'd officially adopted him as her son. The look on his face when learned this was so precious...

And now here he was before her, dead and gone. All because of _them..._

A hoof on her shoulder brought her out of her thoughts, she turned to see her personal Guard and secret coltfriend; Flash Sentry, giving her a sympathetic look, as if he was mentally asking her if she wanted to continue.

Twilight shook her head and turned her attention back to the gathered ponies, she would finish this... for Spike.

Flash however hadn't taken his eyes off the deceased dragon, mentally swearing that he would find who did this... and they would _pay..._

* * *

 _Sentry sighed as he left Joe's Doughnut Shop, most guards wouldn't mind a night off, it had been a slow, quiet, peaceful evening... and it was driving the Pegasus nuts._

 _He wouldn't have minded if he could spend it with Twilight, but she explicitly stated that she needed to be alone. Though Flash mentally disagreed, after that fight with Rainbow Dash he figured she'd need somepony to there for her..._

 _...then again, Spike said that he'd comfort her. He didn't like leaving her, but maybe she just needed some time alone with her 'son'._

 _He had half a mind to just go home and get some rest, maybe get that special 'gift' he had been saving for her... it would be perfect. With all the crap those close-minded nobles were giving her, he could only imagine the look of joy on her face when she saw the ring!_

 _He smiled with newfound confidence and quickly dashed down the street..._

 _"SPIIIIIIIIKE!"_

 _*BOOOOOM*_

 _For a few seconds, Flash's heart stopped. Ponies everywhere were screaming in panic, but to Flash everything was mute. Slowly, he turned to see the flaming wreck that was Canterlot Castle..._

 _...and darted towards it like no tomorrow._

 _'Please be safe, please be alive!' Flash prayed to Faust and ANY deity above her for Twilight's survival!_

 _The moment he'd arrived, Flash could only stare in horror, everything from the doorframe up had been completely obliterated, blackened and scorched debris littered the surrounding area, he make out at least two corpses among the debris._

 _And in the center of it all was the heartbroken Alicorn, cradling Spike's body in her forelegs._

 _"Please Spike, please come back..." The Princess begged as tears streamed down her eyes. "Please... my son, don't leave me..."_

* * *

"...Spike... my son, I'll always love you... and I hope your soul find happiness in the stars above... I can't think of a more noble, selfless, and pure dragon more deserving of that than you." Twilight finished, finally breaking down and crying right there.

Flash snapped out of his thoughts and wrapped his wing around her, leading her back to her seat. Eventually letting her go to confide in her family, she embraced her mother and father and proceeded to do the same to her big brother and sister-in-law.

As he watched he noticed Shining Armor lock eyes with him. The captain gave him a brief yet understanding nod before turning it into his attention back to his grieving sister.

Flash bit his lip feeling responsible himself. He'd been there first, if he'd been a little faster they'd have them all behind bars...

"They won't get away with this..." He heard the cyan Pegasus mumble. "I don't care how long it takes, or how many doors I gotta bust down." She growled with barely restrained rage. "I will find out who's behind all this..."

* * *

 _Flash held onto Twilight as she continued to weep, he didn't know how long they stayed there, but the moment he finally mustered up the nerve to say something, he heard a familiar explosion. Turning in the direction he heard it he saw an explosion of colors erupt across the sky. The telltale sign that a Sonic Rainboom had just been performed._

 _Sure enough, the cyan Pegasus herself landed right in front of them. "What happened?! Who did this?! Is Twilight OK-"_

 _"Argh!" A groan of pain caught their attention, the three turned to see two stallions crawling out of the rubble, one a Pegasus and the other a Unicorn. "That damn bitch!" The Pegasus shouted as his partner glared at him._

 _"This wouldn't have happened if you all had just listened!" The Unicorn snapped in anger. "We were only supposed to-"_

 _"Valiant Wind?! Gallant Heart?!" Flash called out in shock as the two stopped arguing and turned to face the Royal Guard. "What's going on? What happened here-"_

 _"YOU!" Twilight screamed, before anyone could react both stallions were engulfed in her aura, hovering inches off of the ground. "YOU DID THIS! YOU'RE THE REASON HE'S DEAD!" She screamed as repeatedly slammed them against remains of the walls, tears streaming down her face. Unknown to her, dark purple energy seemed to crackle and swirl around her body and her eyes began to glow menacingly. "YOU KILLED HIM! HE DID NOTHING WRONG AND YOU KILLED HIM! YOU. KILLED. MY. SON!"_

 _"Twilight!" Flash called out, trying to snap her out of it but to no avail. And sadly, one of her would-be assailants decided to make it worse and-despite his injuries-_ ** _laugh in her face!_** _"Yes, we killed that bastard you call a son! May he forever burn in Tartarus for your sins you witch!" Valiant Wind shouted with a smug smirk._

 _"You son of a-!" Rainbow Dash tried to charge at him, but Flash immediately held her back. He didn't know why, but he had a feeling that something big was about to happen..._

 _"I only wish is that we could've sent you there with him, false Princess-AAARGHHH!" Whatever he was about to say was cut off as his wings were stretched and twisted in ways they were never meant to be. The magic continue to swirl around her body as she imprisoned Gallant Heart in a bubble before turning her full attention to the arrogant Pegasus, her fur becoming a darker shade of lavender as her own wings turned dark purple and began to grow bigger than before._

 _"You will die, slowly and painfully…" She whispered sinisterly, the magic swirled faster as her mane flared upwards, looking as if it had caught on fire. Valiant Wind's screams grew louder as his wings were slowly torn apart, his feathers being incinerated as his flesh was ripped out of his back at the very base._

 _Twilight's smile grew wider as her horn grew longer, the edges becoming more jagged as it glowed a bright blue. Then a similar-colorectal "mask" appeared on her face, two circular wing-shaped eyeholes with small flames at the tips. With a single movement of her horn, the sounds of bones snapping echoed throughout the room as Valiant Wind's screams of agony continued._

 _"Oh, don't think I'm done with you yet~" She smiled sadistically at the suffering Pegasus. "Now I'm going to rip off m your-"_

 _"TWILIGHT!"_

 _Whatever she was about to say was cut off by the sound of her mentor calling out her name. She briefly snapped out of her malicious state as the Alicorn of the Sun and her sister descended towards her. "Princess...?" She called out, slowly coming back to her senses._

 _"I heard the explosion! What happened?!" She called out before stopping in shock upon seeing her new form._

 _Luna, despite being equally shocked, approached her. "Twilight... what... what is this-" She was cut off however when Twilight rushed past her and into Celestia, hugging her as if she'd disappear any second._

 _"They... Th-They killed him... h-he tried to protect me, and they killed him!" She choked out through pained sobs. "THEY KILLED HIM!"_

 _Celestia stared down at her student, then looked to Flash and Rainbow, who simply looked away in sorrow._

 _Then her eyes landed on Spike's corpse._

 _She screamed._

* * *

"Rainbow..." The cyan Pegasus turned to see Applejack holding her sister close. "It's time."

Rainbow Dash nodded as four Unicorn Guards-one of them being Shining Armor himself- approached Spike's coffin.

Cadence however, flew to the altar and cleared her throat. "When the ponies our Empire heard that their greatest and most cherished hero's light had been extinguished we all felt a wave of sorrow not felt since the ringing of the tyrannical King Sombra." She stated, wiping away her tears. "And so, to honor Spikes heroic actions, and with Princess Twilight's blessing, Spike is to be given a crypt in the Crystal Empire. So that his heroic deeds and his noble sacrifice shall never be forgotten." As she spoke, Twilight along with her family and the remaining Elements of Harmony, as well as the CMC, approached the altar as Shining Armor and the three Guards levitated his casket into the air.

Cadence and Twilight gave each other and understanding look before their horns glowed, enveloping everyone around the casket in a lavender glow. Afterwards that was a bright flash of light, and they were gone…

* * *

The entire group reappeared in front of the Crystal Palace itself, as the light died down they looked up to see Spikes final resting place.

Before them was a large crystal statue of the baby Dragon proudly holding up the Crystal Heart, standing about three times taller than Celestia herself.

Engraved on a plaque at the bottom of the statue was the following:

 **Here lies Spike the Dragon.**

 **A Great and Honorable hero and savior of the Crystal Empire, his Brave and Glorious actions shall never be forgotten.**

The four Guards approached the statue and gently placed the casket in front of the statue. With a flare from her horn, Cadence summoned several multicolored crystals to encase the casket. "May you rest in peace, young hero."

"I will never forget you." Twilight whispered as she turned away from the statue and trotted. "My son..."

"Twily..." Shining called out to his sister, causing her to stop in her tracks. "I promise we'll find out who's behind all this, and we _will_ bring them to justice."

Twilight didn't turn around. "When you do..." She said as she gestured for Flash and her friends to gather around her. "...you know where to find me." And with those words she vanished along with her friends.

Shining sighed before turning to the three Guards. "You three are to guard this statue with your very lives, I'll be sending three more Guards to assist you later, understood?"

"Yes Sir!"

Unknown to them, Luna watched from afar with a pained look on her face... before vanishing into a wisp of smoke...

* * *

 _And several ponies worked to put out the fires around them, Luna could only watch as Celestia cast spell after spell on the deceased Dragon, but she knew it was all for naught._

 _Spike was dead._

 _She shot a harsh glare at the guards responsible, both of whom were contained within special teleport-proof bubbles conjured up by the currently grieving Princess. She then turned her attention to the badly charred corpses, what little remained of their bodies was barely recognizable, The only thing she could make out was their armor, One belonging to the Solar Division in the other belonging to the Lunar Division._

 _The Princess of the Night scowled. 'So there's corruption even in my own forces...' She thought to herself as she glanced back at the weeping Princess as she held Flash for support, then back to her older sister as she finally broke down herself._

 _"You bastards!" The voice of Rainbow Dash caught her attention, she quickly turned to see the Element of Loyalty slam her hoof into the bubble holding Gallant Heart. "You murdered an innocent child, A BUCKING CHILD! AND FOR WHAT?!" She screamed, continuously slamming her hooves into the bubble. All the while Gallant Heart refused to meet her gaze._

 _Luna was about to confront the Unicorn before a new voice caught her attention._

 _"Valiant Wind you idiot!" The Unicorn mare coughed as pushed the rubble off herself. 'This was NOT how things were supposed to go!' She thought as she crawled to her hooves. 'That bitch was supposed to die, not her stupid pet! All because that idiot just had to go the extra mile and kill the child first!' "I swear if that idiot survived I'm gonna-GAH!"_

 _Whatever she was about to say was cut off as blue blur nailed her in the side, sending her flying across what remained of the room into the wall._

 _"So there's one more left, huh?!" Rainbow Dash said as she slugged her across the face, drawing blood. "When I'm done with you you'll be BEGGING for the guillotine!" She shouted as she drew her hoof back to deliver another blow, only to be repelled by a magic shield she'd conjured up. The Unicorn quickly dashed away from the enraged Pegasus, and towards her captive comrades. One of which was slowly regaining consciousness._

 _"Moon Blade! Get us out of here!" Valiant Wind shouted from his prison. Flash immediately bolted from his lover's side and charged the Unicorn head-on._

 _Moon Blade however quickly teleported out of the way and reappeared behind him, leaving him to crash right into Rainbow Dash._

 _She was a hair's breath away from the two, only to be intercepted by Twilight herself. "You..." Twilight whispered as she advanced upon her like a lion that had cornered it's prey. Moon Blade froze as she saw look in her eyes, she wanted blood, she wanted_ _revenge._ _"You took my son away from me... you will suffer..."_

 _"Twilight stop!" Luna shouted as she teleported in front of her. "We must keep her alive for question-AGH!"_

 _In the span of a few seconds, there was a blinding flash of light._

 _A loud crack as a shield shattered._

 _And a scream of pain._

 _The moment the light died down, Moon Blade was gone along with Valiant Wind. The only thing remaining was a small pool of blood where Valiant Wind once was and a scorch mark not too far from the pool._

 _"So close..." They heard Celestia whisper, smoke rising from her horn. "I was so close..." She choked as her tears continued to flow..._

 _Twilight screamed in rage as she slammed her hooves into the ground. "THEY. WILL. PAY!"_

* * *

As Luna re-appeared on one of Ponyville's rooftops, she saw Twilight trotting away from her friends through the rain with Flash by her side and a shield hovering above them to keep them dry. The ponies gave her a wide berth, none daring to stand in her way.

Luna sighed. "This power, this anger... Twilight, how can you contain such malice without losing yourself as I did?" She mused to herself as she glanced at Canterlot, then brought her, attention back to Twilight. "Whatever you're planning to do Twilight, please don't shut yourself out. You have your friends, you have us..." She whispered to herself before turning back towards Canterlot and flying off, it was time to face her sister.

Down below, Twilight stormed through the town not stopping for a second. They would pay, they would all pay for what they'd done! They wanted to take someone precious to her? Well, they'd see how dire a mistake they'd made! _'When I'm through with these murders, their blood that soon shall flow no storm shall meet the task to wash away!'_

"Twilight..." Flash called out, snapping the Princess out of her thoughts. "We're here."

The Princess looked up and stopped, the two of them stood in front of Everfree Forest, the very place where their adventures began...

 _'...and where my new reign shall begin...'_ She mentally added. However, right as she was about to enter the forest, something caught her eye.

As Twilight gazed into the night sky, a lone green star shimmered into existence before being joined by many others...

A lone tear trailed down the Princess's cheek, and as they entered the forest, Flash couldn't help but notice a small smile on her face...

* * *

 **Author's Note:**

The events of this story are an alternate version of "The Assassination Of Twilight Sparkle" & "Aftermath of a Fallen Star" by Rated Ponystar.


	2. Unexpected Executions

It had been two whole months since Spikes murder, and Ponyville's atmosphere hadn't changed a bit. Many of the elements of harmony tried to go back to their normal lives… but it was easy to tell that they were all still shaken by the events that had transpired.

Pinkie Pie never smiled, not even when the cake twins repeatedly crawled up to her. She just give them a blank stare and then moved to another part of the room. Even when she baked the enthusiasm she'd put into her treats was gone.

Fluttershy was rarely seen around town, she'd come when she needed to get more groceries, but other than that she didn't leave the house. Oddly enough though, A few of the guards mentioned seeing Zecora lead her into the Everfree forest on occasion...

Applejack continued to work at the farm as if nothing had changed… however her family could tell that she was taking it just as hard as the rest of them. Occasionally instead of going to sleep she'd make her way to Golden Oaks Library in an attempt to talk to Twilight, sadly she was always absent.

Rarity closed down her shop about a week after the funeral, claiming that she'd "lost her inspiration", every night she could be heard crying herself to sleep...

Rainbow Dash had thrown herself into her training the moment she'd returned to Ponyville, pulling off stunts that were dangerous even for her. She'd been sent to the hospital four times in a single week, despite that the moment she got back out she was back in the air like nothing happened.

And finally there was Twilight.

Her appearances were more scarce than _Fluttershy's_ , every time she did appear the first question she asked was: "Have you found the murderers yet?" And whenever she was asked exactly what she was doing in the forest, the only answer she gave them was "Preparing.", after which she made her way back into the forest with Flash by her side.

But that all changed one day when noneother that Prince Shining Armor himself arrived with some important news:

"We've caught them."

Word quickly spread throughout Equestria that the ones that orchestrated Twilight's assassination had to been apprehended. Many were expecting them to be publicly executed in the most painful way possible.

But much to everyone's shock, Princess Twilight had asked for their trials to be postponed... for an _entire month._

This got everyone's attention, what was the purpose behind delaying the inevitable for them? Was it to draw out there suffering? To get more information out of them? What was she planning?

At the end of the month, they got their answer. And Equestria would never be the same because of it…

* * *

"...what?"

That was all Celestia could say upon hearing the words that escaped her students mouth. Luna could only stare at Twilight Sparkle (still in her new form) in disbelief as she loomed over fallen ex-guards: Valiant Wind, Gallant Heart, and Moon Blade, each of them looking like they'd been through Tartarus and back, covered in bruises and cuts with their horns and wings removed.

You could hear a pin drop in the vast throne room of the Royal Palace. Everyone from the guards to the press were all in shock at what they had just heard, this had to of been a mistake, some sort of cheap joke at their expense to give them false hope before hanging them from the gallows or whatever punishment she really had in mind, it was absolutely no way they were hearing this correctly.

Twilight simply smirked as she repeated herself. "Did I stutter? Well then, let me repeat myself: I have absolutely no intention of executing any of you."

"Twilight, what are you-?" Luna tried to ask, but was silenced when Midnight held up her hoof. The Princess of the Moon remained silent, but eyed her cautiously, just what was she planning?

She turned away from the ex-guards as her horn began to glow, the ground underneath them was immediately engulfed in a light, the like died down to reveal Twilight and the ex-guards standing on a rectangle that was split into two halves, The side they were standing on was light blue while the other side was a deep lavender, soon after that a grid of lines were magically traced into the rectangle.

"Twilight..." Luna said after a small period of silence. "What in Equestria is that?"

"Oh this? Just a little spell I've been working on for half a month." She stated nonchalantly. "I would tell you about the details but we have a trial to finish. So long story short: it allows me to speak with somepony even if they're far away, I just have to leave a similar spell someplace else in order to activate it." She said as a figure began to form on the lavender side. After a few seconds to figure shifted its shapes to form Flash Sentry. "Think of it as a special illusion of someone who's talking to you from another location."

"Can you see me clearly Princess?" The Pegasus asked.

"Perfectly, I assume the room has been prepared?" Twilight asked while everyone in the room stared at the transparent Pegasus in wonder.

"Of course your majesty."

"Good…" Twilight said before glancing back at the three ex-guards with a malicious smile. "...send them in."

On the lavender side Flash nodded and turned towards the Royal Sisters, both of whom were getting over their initial shock and what they were witnessing. He seemingly made a "come here" gesture to them and Luna hesitantly got out of her seat, only to sit back down in slight embarrassment as several figures made their way onto the lavender side of rectangle. Two rows of Guards dragged a group of cloaked ponies chains onto the scene, each one was either trying to fight against them or begging them to stop while crying.

"Now then, let's get back to the matter at hoof shall we?" Twilight said as the ponies were slowly tied to what looked like a stake. "I said I have no intention of killing you, but someone does have to pay the price… and who better than the ones who share _your blood?_ "

The moment she said that, the ponies cloaks were torn off, the ex-guard's eyes widened in shock and horror as they saw their mothers, fathers, and for Gallant Heart & Moon Blade, even their siblings as well.

"NOOOO!" Moon Blade screamed as she desperately tried to run towards her little sister, the guards quickly moved to stop her but Twilight held out her wing, motioning for them to stop.

Moon Blade, despite her pain and injuries galloped as fast as she could towards her sister, the moment she reached her she attempted to rip off the ropes binding her… only to pass right through her.

"Sister... why...?" Crescent Blade asked, tears trailing down her cheeks down at her with shame. "Why would you do this? Why? Why did you betray us?"

"I-I never..." Moon Blade stuttered as she was dragged back by the guards.

"Valiant Wind..." The Pegasus mare called out. "Your father and I raised you better than this. How could you? How could you murder an innocent child?!"

"Mother you don't understand! I was saving Equestria-" Valiant Wind shouted, trying to justify his actions. Only for his father to cut him off.

"And that justifies murdering a CHILD?!" He screamed.

Gallant Heart only looked down in shame as his family stared at him in shock, horror, and disgust.

"Brother…" Gladius Stride choked out, trying to keep himself from breaking down. "Why did you do it? You told me that loyalty to the crown came before everything else when you were a guard… So why? WHY DID YOU DO IT?!"

Gallant Heart winced at his tone as his own tears started to flow. "I… I had no choice…"

"NO CHOICE?! YOU MURDERED A CHILD!" His mother screamed in rage. "YOU BETRAYED EQUESTRIA, YOU BETRAYED OUR FAMILY! AND NOW WE'RE GOING TO DIE BECAUSE OF YOU!"

"Please Princess!" Everyone looked to see Moon Blade at Twilight's hooves. "I'm BEGGING you! Spare my family, spare my sister! I'm the one who took the mission to assassinate you! Please don't let my family suffer for my crimes!"

Everyone in the crowd stared at Twilight for a moment, would she really go through with this? Would she really execute innocent ponies simply because they were related to the guilty ones?

Twilight slammed her hoof down on Moon Blade's left hoof, causing her to scream in agonizing pain. "You killed Spike even though he was completely innocent! He was of no threat to you, so why did you kill him? Was it guilt by association? Well then, that rule should apply to your family as well shouldn't it? After all, since Spike was apparently guilty of the same "crimes" I committed, so the same should hold true for _your_ family!"

"STOP!" Celestia called out as she landed in front of her, her mane glowing intensely. "Twilight Sparkle what is the MEANING of this?!"

"It's simple, I'm giving them a taste of their own medicine. They took somepony precious to me, now I'm returning the favor. An eye for an eye as they say..." Twilight explained, not even flinching at the sight of her enraged mentor.

"So they took something from you so you'll do the same to them?! Be no better than they are?!" The Sun Princess questioned, slamming her hoof into the ground for emphasis. "What would Spike think of this?!"

"Yes… What would he think about this? Maybe we should go ask him-OH WAIT, WE CAN'T BECAUSE HE'S DEAD! BECAUSE OF THEM!" Midnight fired back, pointing at the trio of traitors.

"AND YOU WILL CONDEMN INNOCENT FOALS TO DEATH AS WELL?! YOU WILL BECOME SOMETHING AKIN TO A MONSTER?! NO BETTER THAN THEM?!" Celestia snapped, her mane now taking the form of a raging inferno.

Instead of quivering in fear however, Twilight simply took a step back, breathed, and asked her mentor. "Tell me Celestia, do you know why they were so willing to act against me? So eager to try and assassinate me despite knowing what the consequences would've been?"

There was an uncomfortable silence between the two powerful beings, Twilight waiting for an answer and Celestia not knowing how to give her one. Everyone in the room and waited with bated breath, some contemplating on whether it would be wise to stay and watch or flee while they still could before a fight started.

Twilight however, broke the silence with an answer of her own. "It's because they weren't afraid to die, they were more than willing to give their lives for this supposedly "noble" cause. However they believed that their families will be safe from any consequences they would have to face. As such, if we execute them they'll simply become martyrs for those who oppose my supposed "tyranny". But if their families die, they won't be so eager to oppose me, because they _know_ that it won't just be them but their entire families lives on the line." She explained.

"So instead of de-horning them or taking away their wings you'll take away their families? Ponies who are innocent of the whole thing? Yes that makes much more sense Nightmare Moon, or would you prefer Sombra?" Celestia snapped, growing more and more impatient with her former-students cruelty and indifference towards innocent ponies.

To her surprise however, Twilight _smirked at her._ "You seem to be forgetting two things: One, both of those tyrants wanted to enslave all of Equestria, I could care less about that. Two, would _you_ be willing to risk your family shouldering the hatred and pain of your actions? After all, that worked out so well in the past..." She added before casting a glance at Luna.

Celestia winced as several painful memories came back at once, she gave her sister and apologetic look. _'The blame was my own… but the punishment was yours… I could never force you to go through that again...'_ Celestia then looked to the bound families... as a ruler, many harsh choices had to be made… each one more painful than the last... "Twilight... if you do this and I can't protect you from what will come next."

"You couldn't protect me from what came before this either, and because of that I lost my son." She retorted.

A lone tear trailed down her cheek as she turned her full attention back to her former student. "...very well Twilight. If you truly have no room for mercy in your heart, then finish what you came to do."

Almost instantly the screams of several nobles and the ponies themselves assaulted her ears.

"ARE YOU MAD CELESTIA?!"

"YOU CAN'T BE SERIOUS!"

"DON'T LET THIS HAPPEN, THAT WITCH IS MANIPULATING YOU!"

 ** _"SILENCE!"_** Twilight shouted, putting the Royal Canterlot voice to use. Almost immediately everyone in the room went quiet. "YOU WORMS ARE NOT IN CHARGE OF THEIR FATES, I AM! I LOST MY SON, AND NOW I WILL HAVE JUSTICE!" She turned to Flash and the guards. _**"Burn them alive."**_

Celestia couldn't bring herself to watch as they lit the flames. As the family's screams of agony met the traitors screams of despair. She could only look away with tears in her eyes, while Twilight watched on eerily quiet and content...

She didn't know exactly when it finally ended, but by the time she realized the screams had stopped Twilight had already undone the spell. She then walked up to Celestia and merely whispered something in her ear.

Celestia glared at her for a moment, but nodded, she spread her wings and flew up to sit beside her beloved little sister, who gave Twilight a less than happy look but said nothing.

Twilight then turned her attention to the trio of traitors. "And now for you three…"

"You've already taken everything from us you monster! What more could you possibly take?!" Valiant Wind screamed, his eyes red from constant crying.

"Simple, this." Twilight's horn glowed a sinister deep lavender as she began to draw out the magic from their bodies in the form of three streams of magic, one blue, one gold, and one red, their pupils started to shrink as their magic continued to flow into Twilight's horn, until their cutie marks faded from their haunches as the last wisp of energy left their bodies forever.

"You three are hereby banished from Equestria, should he ever return, my guards will send you back in worse condition than before." She stated before leaning down and glaring into their eyes. "Now you will know the pain I will have to suffer for the rest of my life, the pain of knowing that your actions have cost you your family, the pain of knowing that you will die alone, with your entire bloodline hated by all of Equestria. The pain of knowing that your entire legacy is now tainted. All. because. of. _you_. Now get these traitors out of my sight."

As the guards wasted no time dragging the three ponies screaming and kicking out of the throne room She turned to the crowd of ponies, each and every one of them staring her in shock and horror. "Let this be a lesson to anyone stupid enough to try and assassinate me again. You're welcome to try, but just remember: I won't take your lives, but I'll take _everything else._ "

* * *

 _One month later..._

Flash yawned as he stood guard in front of the cave, however he quickly shook himself awake. Looking to his left he couldn't help but notice how content the Timberwolves seemed as they rested in the circle around Fluttershy, who was scratching one of them behind the ears.

Not too far off Zecora he saw continue to chant an incantation in a language he couldn't even begin to understand as she placed several ingredients into a boiling brew. He'd ask what it was for, but the last time he asked she'd simply told him not interrupt the incantation as she dropped a Cockatrace scales into the brew.

A flash of light from within the cave caught his attention, he glanced behind himself to see Twilight emerge from the cave. She seemed tired, but had a content smile on her face, as she exited the cave she leaned down (he was still getting used to his marefriend being bigger than him) and gave Flash an affectionate kiss which he happily returned.

"I'll assume that means it's finally done?" He asked as they broke the kiss.

"Yes, it took three months but the preparations are complete." She smirked, glancing back to the cave as the object within began to shine brighter. "Now we just need the others..."

As if on cue, a Sonic Rainboom exploded across the sky, and from it's center a rainbow-colored streak shot out and flew straight towards them.

Rainbow Dash landed in front of the lavender Princess, she was noticeably more disheveled along with several bandages covering her hooves. "I got you message Princess, what's the emergency? Was there another assassination attempt?!" She asked, only to notice Fluttershy and Zecora. "...what are you guys doing here?"

"To answer your questions Rainbow Dash, no there wasn't an assassination attempt, not this time. However I do require your assistance, along with the rest of the Element wielders, which is why Fluttershy's here." Twilight explained as she glanced at the staircase leading up the side of the dried-up moat they were in. At the top she saw Applejack, Rarity, and Pinkie Pie with a team of six Royal Guards.

"And Zecora?" The cyan Pegasus asked as their friends made their way down the steps.

"I know more about this Forest than even you, and the Princess's plans require this brew." The zebra answered as she approached the two.

"Twilight, what's this all about?" Rarity asked nervously, as much as she hated to admit it, being around her friend was a lot less comfortable when she willingly executed several innocent ponies for the sake of spiting the guilty ones. She still remembered the dark tone in her voice when she was questioned about her horrific methods of dealing with the traitors.

 _"I tried to lead by example, but they refused to see reason. They took someone precious to me, so in turn I shall do the same. Unless those who conspired to take my life are brought forth, I shall hunt them and their families down myself, and they shall all share the same fate as those traitorous guards!"_

Rarity was brought out of her thoughts

when Twilight spoke. "My friends… you have all been called here in order to assist me in making Equestria a better place, not just for ponykind, but for many species in general." She elaborated as she turned her attention to the cave behind her, the light inside now pulsating rapidly with multiple colors and glowing brighter. "Today will mark the beginning of change, the beginning of a truly harmonic world... but first, we must stand as one."

Applejack was about to ask what she was talking about, only to hear Fluttershy gasp in shock as she was surrounded by a yellow aura. Applejack was soon engulfed in a gentle yellow-orange glow, followed by Rarity as a blue-violet aura wrapped around her figure, Pinkie Pie gasped as she was lifted off the ground and the pink energy enveloped her, Rainbow Dash could only look around in confusion as her body was enveloped in blue light.

Flash, Zecora, the six Guards and the Timberwolf pack slowly backed away as the group was surrounded by a clear bubble, the light within the cave glowing brighter as five streams of magic flew out of the five mare and into the cave.

"Soon..." Twilight said as she herself was engulfed in a lavender aura, her sixth stream joining the rest m. "...soon Equestria will change… for the better…"

* * *

A pillar of rainbow-colored light erupted from the depths of the Everfree Forest, and everything changed...

* * *

 **Author's Note:** I have to say it was the fastest I've ever gotten a chapter finished!

I'd also like to thank my friend VampDash for the dialogue between Twilight & Celestia!


	3. Winds of Change

In Ponyville, many of its citizens were going about their business... until a pillar of rainbow-colored light erupted from the depths of the Everfree Forest. Everypony stopped what they were doing and gazed up at the mysterious light, all of them wondering just what was going on, had another evil creature been defeated by the Elements of Harmony? Had they unlock some sort of strange new power from the elements? Or, as a few conspirators were thinking, have the remaining element wielders risen up against Twilight herself?

Their answer soon came as 5 bright beams of energy shot out from the pillar towards the town, each one landing in a different location around the town.

The pink beam landed at the edge of Ponyville, on the opposite side of the stream that bordered the town.

The purple beam landed just on the edge of Rambling Rock Ridge.

The yellow beam landed near the edge of Froggy Bottom Bogg and Ghastly Gorge.

The orange beam landed at the edge of Sweet Apple Acres.

And finally, the blue one landed right at the top of Winsome Falls.

For a moment everything was silent, the beams slowly took the forms of orbs, each the size of a full-grown pony, and slowly sank into the ground.

Then, a powerful earthquake shook the entire town, soon the earth where the orbs had landed fractured, shafts of brilliant yellow light shining up from underneath, in each area a slim crystal spire began to rise out from the cracks, it started out small, but new structures pushed higher and higher in a blaze of light they soon rose to the point where it dwarfed town hall in size.

Eventually the towers stopped growing, they were each tall, slender, and seemed to be fashioned from a certain kind of crystal, each one the exact same color as the orb that produced them. They all rested on a type of arch, making it look like a miniature version of the castle from the Crystal Empire.

Just when the citizens thought it was over, another quake occurred, however this one was less powerful than the first. Each tower glowed its respective color and immediately an aura emitted from them, slowly the aura expanded from both sides of each tower, both auras from the respective towers meeting in the middle, creating a circle around Ponyville, Rambling Rock Ridge, and the entire Everfree Forest.

As swiftly as they appeared, the auras merged together before solidifying into a massive wall made out of crystal circling Ponyville and it's surrounding areas. While the lights emitting from the towers and the wall, one location was still glowing:

The Castle of the Two Sisters, which was engulfed in a bright lavender glow... along with most of the Everfree Forest.

* * *

Deep in the forest, the Castle was undergoing a drastic change as well, The ruined castle, once abandoned over one thousand years ago and left to collapse, collecting dust and cobwebs over the years was slowly brought back to its prime by the magic from the Tree of Harmony and the ones who wielded it's very Elements. The trees roots slowly erupted from the ground and encased several parts of the abandoned the castle, slowly growing into new parts and merging with the old structure, encasing it with blueish-violet crystals while several streams of magic with the halls and windows, blasting away the moss and vines while thoroughly repairing it to the point where it looked as if it were brand-new. The collapsed bridge was rebuilt in seconds, the shattered windows were immediately restored, every corridor, every room, even every trap had been brought back to its prime.

And right before the entrance, the apparatus that originally held the Elements was repaired as well, but instead of a gem held on each pedestal, there were statues of the elements current wielders, each one in a pose that demonstrated them perfectly.

As the lavender light began to die down, the final part of the castle was completed, near the very back of the castle where most of the upper-structure had become nothing but rubble, a structure took form. The most prominent part of the entire castle, what looked like a cross between the Tree of Harmony itself and Twilight's library, it's doors, roofs, and balconies were made of gold, and a large star in the shape of Twilight's cutie mark at its top.

* * *

Twilight, her friends and the Royal Guards immediately appeared in front of the castle doors, all of them looking over the new and improved structure in awe.

"By Faust..." Flash whispered. "Is... is this...?"

"Our new home..." Twilight finished for him, giving him a subtle wink before trying to addressed the entirety of the guard. "I need you all to head back to Ponyville and reassure the citizens that there is no need to panic. I will be with you shortly to explain the situation to them."

"Yes, your majesty." Flash bowed before he took off into the forest, the remaining guards quickly following behind him.

Twilight then turned her attention to Zecora and the Timberwolves, who were carrying the cauldron filled with her brew. "You know what to do, make sure you don't waste a single drop."

Zecora simply nodded as she made her way back into the forest as well.

"And now… for the real trial..." She told herself. Concentrating hard her horn glowed brightly and she soon found herself in her throne room with her five friends.

"Now... I know you all have a lot of questions, and I'll try my best to explain." She told them, the five mares said nothing as they gathered up… Applejack in particular looked angry.

"Yeah... Ah got some questions alright..." She grumbled as she stormed up to Twilight. "-AH CAN'T BUCKING BELIEVE YOU!" She shouted as she socked Twilight across the face, to which the alicorn barely even responded.

"Yes darling... where do we start. OH RIGHT! THE PART WHERE YOU BECAME NOTHING MORE THAN A SELFISH CRUEL PONY! HOW COULD YOU?!" Rarity screamed at Twilight with tears in her eyes, she hadn't been so eager to voice her opinions before, but Applejack's bold move seemed to give her a good amount of confidence to speak out.

"You know… that actually hurt just a bit Applejack." Twilight told her, with no indication that it registered as pain to her. She sighed, she knew they'd react like this... though she mainly expected Rainbow Dash and Pinkie to join in. "Nothing to say?" She asked, turning to the ponies in question. "I figured you two would be just as vocal as they were..."

"I do particularly care about what you did to the foals Twi... but other than that I don't particularly give a crap about what you did to the adults." Rainbow told her with a shrug.

"ARE YOU KIDDIN' ME RAINBOW DASH?!" Applejack screamed, now inches away from her face. "YA'LL ACTUALLY SUPPORT THIS MADNESS?!"

"Not all of it Applejack." Rainbow said before she pushed her friend away from her.

"Not all of it?! Innocent lives were taken!" Rarity added. "They were forced to pay the price for a crime they didn't commit!"

Twilight shifted her attention to the Party Pony, her mane still completely deflated and her coat dimmer than ever. "And what say you Pinkie?"

"I... I don't know what to say Twilight... I just think what you did was wrong but it happened." Pinkie said quietly. "Nothing we can do to change that."

"Oh, but there is something… rather something I already did to change it anyway." Twilight stated calmly, getting everyone's attention.

"What did you do Twilight?" Rainbow asked her cautiously.

"It's actually quite simple..." Twilight began. "You see, there's a reason I have postponed their executions for an entire month…"

"What is it then, ya no good varmint!?" Applejack snapped at her.

Twilight ignored her and continued. "It all started on the very day that they had captured the traitors..."

* * *

 _Twilight stood before the the Royal Sisters in the throne room, having just arrived after her brother told her the news. "Where. are. they?!"_

 _"Twilight we're not telling you until you calm down." Celestia told her. "We can't have you doing something rash..."_

 _"I'LL CALM DOWN WHEN THE PONIES WHO KILLED MY SON ARE DEAD!" She screamed, had the Sun Princess not cast a soundproofing spell beforehand Twilight might've shattered every window in the room._

 _"And then what Twilight?" Celestia asked her._

 _Twilight blinked. "What do you mean by that?! You can't honestly be suggesting that we_ _ **spare**_ _them?!"_

 _"I'm not Twilight, they will be brought to justice, but I'm asking you... if you just go off and murder them... then what?" Celestia asked her._

 _As Twilight calmed herself, she fingers of pondering over the same question… then what? She had to come here wanting justice for her son's death... but what came after that?_

 _"I...I just want them to pay..." She began, tears threatening to fall. "I just want them to feel the pain that I felt when I saw my son die..." It was at that moment Twilight's eyes widened as she realized... she had just the thing to truly hurt them, and send a message to anyone who planned to stand against her._

 _"Luna... Celestia... when will their trials be held?" Twilight asked._

 _"In two days... why?" The Lunar Princess asked curiously._

 _"I would like to make a request... that you postpone their executions for an entire month."_

 _"What?" Luna asked her._

 _"I realize now that I've been going about this the wrong way… I need more time to think, but I also need to be present for their trial..." She finished with a bow. "... could you possibly grant me that request?"_

 _"Very well Twilight... and once more I... I'm sorry about Spike." Celestia told her while Luna was just... silent._

 _With but a simple nod, she teleported out of the room…_

* * *

"All Ah'm hearing is you slowly becoming a psychopath." Applejack told her.

"There's more to it than just that." Twilight stated. "Upon postponing the trial I did some research on who exactly my assailants were… including their family lineage." Twilight paused, expecting another interruption.

"You... you took their families... Twilight Sparkle I thought you of all ponies would understand family but this... i-if this is where you're going then I good conscience can't be your friend." Rarity finally said.

Twilight sighed, she'd been expecting this, it was time to drop the big one. "Before you make that decision, tell me, have you ever heard of the phrase "What the ears hear and the eyes see, the mind believes"?" She asked. "You see, ever since we started accepting more species into our culture Luna had taken the opportunity to bring some of them into her employ, a few Griffins, a Diamond Dog or two, and of course, Changelings..."

"Wait, the creatures who become anypony they want to?" Applejack interrupted.

"Exactly. After Chrysalis' untimely demise, we made an effort to make peace with them... under certain conditions." Twilight shook her head, she was getting off-topic. "The point is, she was planning on relocating them after their family members after they were sentenced, but I came up with a way to use them to both send a message and provide a legit cover story for their "disappearances"…"

* * *

 _Twilight entered the throne room with a seemingly content look on her face. The Royal Sisters stopped their current conversation and teleported in front of her. "I can assume that the preparations for the guilty parties families have already been made?"_

 _Luna nodded. "You need not worry, I've managed to recruit enough changelings to impersonate their families."_

 _"And I've already given them new false identities and have made arrangements for them to be relocated." Celestia added. "They've already been warned about what will happen if they ever reveal their real identities... but I'm curious as to why you requested that you be allowed to handle that the explanation for their disappearances?"_

 _"You don't need to worry about that, I've already taken measures to ensure the reasons for their "disappearances" are legit and believable... as for any other traitors that may be associated with them, I plan on sending the message to all of them during the trial… all I ask is that you play along, otherwise it may have the opposite effect..."_

 _Celestia gave her a confused look. "What kind of message will that be?"_

 _"A simple one: if they attempt to assassinate me again, there will be consequences… dire consequences."_

* * *

"So... Celestia & Luna knew?" Rarity asked in shock. "...it was all an act?"

"In a sense, she knew that Twilight was going to send a message, she just didn't know _how_ she would send it." Fluttershy started, getting everyone's attention.

"Wait, you _knew?_ " Rainbow Dash asked, outright dumbfounded by how the Pegasus scared of her own shadow could've possibly known.

"The reason I was in the forest most of the time was because I was helping her tame the more ferocious animals there… when I brought the Timberwolf pack to her I saw the fake execution..." The shy Pegasus explained.

"Who else knows about this?" Rarity asked curiously.

"A few of the more loyal Royal Guards, Zecora, my brother, and Princess Cadence."

"Oh, is that all?!" Rainbow exclaimed as she just glared at her. "Twilight… if they find out about this, if ANY noble found out, then this whole thing goes to shit! You know it will!"

"You don't think I know that?!" Twilight groaned. "I had their families sent to more remote areas in Equestria. And I have at least two teams of Royal Guards watching them. The point is that the message has been sent."

"Er… one question then." Rarity meekly asked.

"What is it?"

"What did you tell Celestia?" The fashionista continued. "I mean, if she knew, then she seemed awfully mad..."

Twilight just smiled at that.

* * *

 _Twilight then walked up to Celestia and merely whispered into her ear._

 _"I've been cleaning up your messes for long enough, now it's your turn."_

 _Celestia glared at her for a moment, but nodded, she spread her wings and flew up to sit beside her beloved little sister, who gave Twilight a less than happy look but said nothing._

* * *

"She's just mad that I made such a spectacle of it. And now she's saddled with cleanup duty and has to do damage control." Twilight scoffed as she turned to the window. "Like I said before, if I had executed the guilty parties they would simply become martyrs for more to rise up against me..."

"And you don't think that killing innocents will have the same effect?!" Applejack snapped. "If anything you're just giving them an even bigger reason to fear you!"

"Correction, I'm giving them a bigger reason to fear _acting against me._ " Twilight stated, not turning around. "I'll ask you the same thing I asked her; would you be willing to risk your life or the lives of your family just to achieve your goal?"

"Mah life of course!" Applejack responded without a second thought.

"Exactly, however if your families lives were on the line whether you failed or succeeded, would you still be willing to pursue that goal?"

Applejack went silent, realizing where this was going.

"Besides, even if I had simply executed the guilty ones the families would still be suffering in some way or another. Think about it; they would forever be associated with the one who murdered a Princess's _son_. Ponies would persecute them and treat them as criminals even if they weren't the ones who committed the crime, even if they had nothing to do with it the fact that they are related to the one who was guilty would be more than enough for them to treat them like criminals."

Pinkie winced as she remembered some of the gossip she'd heard at Sugarcube Corner before the executions. A lot of ponies were less than subtle with voicing their hatred towards the assassins, some of even going as far as to curse their families for "raising traitorous bastards". A small shudder went through her body as she imagined what those families might have gone through had they continued their old life with the public now hating them for being the relatives of a traitor.

"So by faking their deaths and giving them a new life somewhere else I have effectively "wiped the slate clean" for them, I have given them a different life, one that they can live free from the taint of the crimes their traitorous family members have committed."

"I still can't believe that the princesses would allow this…" Rarity said. "I mean, sure they objected during the trial… But to simply let you go through with it…"

"It's because they knew they were in a tight spot, they couldn't stop me from going through with it without revealing what they know… and if they did then the message would lose its impact and would probably result in those who oppose me to become more bold in their so-called "Noble" attempts to remove me from power."

"I still don't like it…" Pinkie muttered to herself.

"Me neither." Applejack agreed.

"You don't have to." Twilight responded as she turned turned to face the five mares. "They just need to fear my wrath, and I've instilled more than enough fear to make sure they think twice before assuming I'll just lay down and die for them." She explained as she trotted towards the door. "Granted, some may still try to oppose me, but it will be hard for them to find more support when many know that _their_ necks won't be the ones on the chopping block if they get caught."

"So... what happens now?" Asked Rainbow Dash.

"Why I thought it was obvious Rainbow?" Twilight said as she opened the door. "I start making my kingdom." She stated before teleporting away…

* * *

In one of the towers of the castle, Twilight sighed as she watch her friends leave, she then felt a small chill and turned to see Luna standing before her.

"I was expecting you sooner..."

"Hello Twilight." Luna said as she walked towards the Princess

"Well? What do you want Princess of the Night?"

Luna glared at Twilight. "I think you already know. What in Equestria is all of this?!" She asked, gesturing to the Castle. "First you pull that stunt a the trial and now this!"

"What? I'm a Princess am I not? Shouldn't it be fitting that I own a castle?" Twilight asked innocently.

"Don't play innocent with me!" She snapped. "And what about the wall surrounding the entire town as well as the forest and the mountains?!"

"I just don't want anyone invading it is all. You really are overreacting Princess Luna."

"Do talk to us as if we were some naive foal!" Luna shouted before calming herself. "Do you not see how your actions are affecting not just your image, but me and my sister's?! Ponies are branding you as a tyrant, and and my sister are merely seen as your "enablers"!"

"So what if what I'm doing makes me look like the villain right now? I can protect ponies! I can guard them better than I could before! So if you will excuse me if I don't seem all that excited and appreciative of your threats Night Princess." Twilight told her with a sneer on her face.

"Do you really think this is what Spike would have wanted?!" Luna fired back.

"DON'T YOU DARE TALK TO ME ABOUT WHAT HE WOULD WANT!" Twilight shouted at Luna. "I WILL NEVER KNOW WHAT HE WOULD WANT BECAUSE NOT ONLY IS HE DEAD BUT BECAUSE YOU DID NOTHING TO WARN ME ABOUT THE ASSASSINATION!"

Luna winced at that. "H-how did you even-"

"Shining Armor had a little "chat" with Gallant Heart sometime before the trial." Twilight interrupted. "I had one of my own little spies listening in, he told me everything."

"Twilight-"

"No. No I want a straight answer. What... what made you POSSIBLY think it was a good idea to keep this away you... MORON!" Twilight shouted as she punched Luna.

Luna wiped the blood from her lips before giving Twilight a cold stare. "I was doing it to protect you, you so much to deal with and didn't want to pull you into the middle of this conspiracy." Luna explained, I had already sent one of my own to infiltrate their little organization and stop them from within, I just didn't realize how quickly they intended to act... or the their leader was aware of my attempts and by the time I was made aware it was too late..." As she finished she looked down at the floor, ashamed that despite all of her spies and connections, she failed to realize her contacts had been found out until it was too late… and an innocent child paid the price for that.

"You... you are nothing more... than a selfish... arrogant princess who thinks that she should hold the whole world on her bucking back. You're so... so HARD HEADED I can't believe you even agree to thing that your sister says!" Twilight shouted at her throwing another punch that hit Luna. "You didn't want her to know because you wanted to be first at something! This was pure selfishness! You let my son die because you did nothing! YOU! ARE! NOTHING!"

"ENOUGH!" Luna shouted as a shield appeared around her, her glowing fiercely as her mane flowed like it had become a hurricane. "I TAKE NO PRIDE IN THE FACT THAT MY SPIES COULDN'T PREVENT SPIKES DEATH, BUT DON'T DARE INSULT ME BY SAYING I KEPT THIS A SECRET FOR MY OWN SELFISH DESIRES!"

The Princess of the Night calmed herself before continuing. "I kept things hidden because I couldn't risk letting the organization know that I had discovered their intent or even their existence. Otherwise they would have covered their tracks and we be back to square one, had I known they had found out about Gallant I would have warned you myself!"

She paused, taking a deep breath. "Twilight... you must understand, even I couldn't have foreseen this outcome. And with everything you were going through before the assassination, do you honestly think you could've handled the knowledge of the fact that someone was planning to kill you? Worse, the fact that they had many spies in the Royal Guard, the very guards that you trusted with your life?"

"I-I... I could've..." Twilight stammered as she tried to find a response. There... there has to be one. Luna HAD to be in the wrong somehow. It just HAD to be her fault!

It was at the point where turn away, directing her attention to Canterlot. "I understand that you are upset with me, I truly am. I know that I should have been more careful while keeping tabs on the organization... but these ponies are nothing like what you base before. They are not only very crafty, but they have been around for longer than you could possibly imagine, even before I had returned from my banishment."

She then turned to face the Princess again. "I'm not going to stand here and say that this is in no way my fault, far from it. But I will not be accused of simply letting a child die for my own purposes. If your spy heard everything then you should know what's coming... and your current actions are only adding more fuel to the fire."

"I... I understand." Twilight said as she felt tears come to her eyes. "I-I'm so sorry."

"I understand your pain Twilight... believe me I understand your pain." Luna said.

"I-I know..." Twilight stuttered as she wiped away her tears. "...but these ponies...they can't be allowed to roam free after what they've done. I will see to it that they are brought to justice, one way or another…"

"Please be careful Twilight..." She said before she vanished into smoke, Twilight simply nodded.

"Awww... that's sweet..." A voice chuckled, getting her attention. "...so sweet I might just throw up."

Twilight simply rolled her eyes as one of the Royal Guards stepped out of the shadows. "Shut up, Stag."

"I'm just saying, you're playing a very dangerous game Princess, one that many nobles have been playing since before your parents were even born..." The guard said as he left the room.

"Then it's a good thing that I'm a very quick study…" She said before casting a glance at a familiar mirror, its surface slowly starting to ripple. "And I plan to even out the playing field..."


	4. The Harmonic Empire, A New Beginning

In the eight months that passed since the creation of Twilight's Castle (which many now called "Castle Everfree"), Ponyville had become much larger due to Everfree, Winsome Falls, Froggy Bottom Bogg and even Rambling Rock Ridge being turned into part of the village. With a few houses being built around the Castle itself, Twilight eventually converted the rest of Everfree Forest into another part of her Kingdom.

At Zecora's insistence, after the more feral creatures had been relocated while she had a part of the forest where she lived preserved and remodeled into a park almost the same size as Ponyville itself, allowing several of the rare plants that she used for her potions to thrive and grow while letting some of the more docile animals dwell there peacefully.

It was at that point she revealed that each of the towers would serve not only as a lookout but hold a secondary function as well, however at the moment only two had been revealed:

The more feral creatures that formerly dwelled in the Everfree Forest were relocated to the Yellow Tower near the edge of Froggy Bottom Bogg and Ghastly Gorge, which doubled as an animal sanctuary that Fluttershy herself was put in charge of (at her own insistence).

The Blue Tower at the top of Winsome Falls was quickly converted into a base and training ground for Ponyville's branch of the Wonderbolts, which also accepted other species like Griffins, Changelings, and other flying species.

While she had yet to reveal the secondary functions for the other towers, she wasted no time posting several guards at every entrance and exit before enveloping her Kingdom in a powerful triple-layer teleport-proof shield cast by both her brother and herself.

Soon after this, Twilight revealed her own personal Guard to the public:

The Dusk Guard; who wore armor similar to Celestia and Luna's Royal Guard, only dark lavender in color with the same six-pointed star over the chest area.

The Skyhawks: the elite flyers of the Wonderbolts, their armor consisting dark blue coverall-style flight suits with red lining, in addition they wore visored helmets marked with yellow lightning bolts.

The Stone Crackers; who mostly consisted of those who specialized in brute force and had the strength to back it up. Earth Ponies and Minotaurs made up their forces and their armor consisted of dark gray-brown coveralls with knee/hock pads.

As far as the public knew, these were the fractions that served under Princess Twilight. However, there was in fact a fourth...

The Silent Feather; the group that handled the stealth missions, out of sight and in the shadows. As far as the public knew, they didn't even exist...

With all these changes, Ponyville soon became known as "The Harmonic Empire".

* * *

Trixie sighed as as she made her way through Ponyville, ignoring some of the glares that some of the citizens sent her, not that she could blame them… considering the last time she was here she outright _enslaved_ the town. There were bound to be ponies that were more than uncomfortable with her presence.

She had to admit, she'd been surprised when she was contacted by the Princess… and very, VERY nervous considering what happened in the past few months… sure she said she'd forgiven her…but then again things could change...

She quickly shook her head, mentally berating herself for thinking like that. The Princess wouldn't have summoned her here just to take vengeance.

...right?

"Keep it together Trixie... s-she doesn't hate you. That'd be ridiculous... yes. Yes it would. You're proud. You're Trixie Lulamoon." She told herself as she saw the castle in the distance.

And as she got closer, her nervousness only got worse, the fact that she'd witnessed just how far Twilight was willing to go during the execution was not helping.

Eventually she found herself crossing the bridge to the castle, the double doors leading inside bearing a large six-pointed star on the front with each of the symbols of elements of harmony surrounding it. Trixie stared up at the massive castle before her and took a deep breath. "Here goes nothing…" She said as she knocked on the door.

Immediately the symbol at the bottom of the star (Laughter) opened up and the cyan Unicorn was immediately greeted by an orange Pegasus mare with a yellow mane wearing purple foreleg shoes, a sleeveless violet and dark purple tailcoat with a six-pointed star-shaped pin at the throat. "May I help you ma'am?"

"U-um… P-P-Princess T-Twilight summoned me?"

"Your name…?"

"T-Trixie Lulamoon… the Great and Powerful Trixie, Trixie the Apologetic?" Trixie told the mare with worry in her eyes.

The mare continued to stare at her, as if silently judging her, determining whether or not she was a threat. After what seemed like an eternity she closed the window and opened the door.

"The Princess is overseeing her troops at the moment, please follow me." She stated bluntly.

"Oh... well thank you." Trixie said as the mare walked away. Trixie followed right behind her as the door closed behind her.

The mare lead Trixie down the main hall at a steady pace, passing by several statues of guards in armor, as well as several stained glass windows depicting several events, including Nightmare Moon's defeat, Fluttershy befriending Discord, the day Spike saved the Empire from King Sombra.

"Ten-HUT!"

Trixie was brought out of her thoughts as they passed by the courtyard and glanced down, seeing all of Twilight's forces, all of them standing at attention in the presence of their Princess.

"Your highness. Your appointment has arrived." The mare said. Twilight turned to them and nodded.

"I understand. I'll be there in just a moment." She told them.

Trixie couldn't help but shudder nervously and she met Twilight's gaze, before her was not the same Unicorn that choked when put under the spotlight. No, this mare was one who gave off the vibe that she could completely destroy you in an instant if she felt like it.

As Trixie was lead away, Twilight turned back to address her new guards. "So... when will Twilight turn her attention to Trixie?" Trixie asked the guard.

"My guess? When she's ready. So for now just wait." The mare told her. As they continued through the castle they eventually found themselves just outside the throne-room. The cyan Unicorn blinked when she noticed a yellow Unicorn with a red and yellow mane waiting there as well, said Unicorn stared at her for a few seconds before rolling her eyes and returning to her book.

"Um... who was that?" Trixie asked the guard but the mare remained silent. "Oh... going to use the silent treatment hm?"

"I was merely told to escort you here." The mare replied. "You are to wait outside the throne room just like her until her Majesty arrives, if you really need somepony to talk to, make due with her, I have work to do." She stated before flying off. Leaving the two Unicorns alone.

"So... what are you here for?" Trixie asked the other unicorn.

Looking up from her book, the yellow Unicorn sighed. "Well, the Princess sent me a message to assist her in "helping Equestria advance" as she put it." She explained. "It's been awhile since I'd last been in Equestria, and after hearing what happened to Spike well… I knew she'd need all the support she could get, and I'm going to help her to the best of my abilities… it's the least I could do after what she did for me." She briefly glanced at her book before turning her attention to Trixie.

"Well... that's good." Trixie mumbled, though curious about what events transpired between this Unicorn and the Princess, she decided not to press the issue.

"So what about you?"

"Pardon?" Trixie asked.

"Well I'm curious as to why the Princess of Magic would summon the "Great and Powerful Trixie", what's your reason for being here?" She asked.

"I don't-wait," Trixie blinked. "How do you know my name? I didn't even mention it..."

For the first time since they started talking, the yellow unicorn looked nervous, however she quickly regained her composure. "I... saw a few of your shows..."

"Oh... well that's not surprising. Trixie does get around." Trixie said with a flick of her hoof to get a hair out of her face.

The yellow unicorn did her best not to snicker at the accidental innuendo. "I suppose you do…" She replied with a small giggle. "Since I already know you it would be rude not to introduce myself," She stated as she held out her hoof. "I'm Sunset Shimmer."

"Trixie Lulamoon." She told her, shaking her hoof with a smile on her face.

"It's good to see you two getting along so well…" Twilight's voice echoed throughout the hall, catching the two off guard. The doors to the throne-room were enveloped in the lavender aura and pulled open, revealing the Princess herself sitting on her throne.

"Please, come in, both of you. We have much to discuss…"

"Um... Twilight may Trixie ask... what's with the whole… evil overlord look?"

Twilight chuckled. "I've simply undergone a change... for the better." She explained before glancing at Sunset, who seem to be less shocked by her appearance and more concentrated on covering the lower half of her face with her book, seemingly hoping the Princess wouldn't notice the tinge of red on her cheeks. "Good to see you made it, Sunset. I trust the modifications I made to the portal are working properly?"

"Well yes, with the power sources you provided were very useful." Sunset smiled, no longer feeling flustered. "With our portal now perfectly synced to yours we can travel to and from-"

"Sorry for the interruption, but am I missing something here?" Trixie asked with a downright baffled look on her face.

"My apologies Trixie." Twilight stated as she made her way back to her throne. "That little bit of information will be elaborated upon once I have your answer..."

"What answer, exactly?" Sunset asked curiously.

Twilight sat down on her throne and gave them a much more serious look. "What would you do to reach your full potential?"

"Well... I'd certainly love to be the apprentice of a great teacher." Trixie asked.

"Same here." Sunset said. "I mean that's more or less the best way to do reach your full potential."

"And should you find such a teacher will to take you under their wing, how dedicated would you be to them?" Twilight asked, her expression unchanging. "Would you be willing to follow their orders without question?"

"Well... yeah." Trixie said. "Most definitely... unless that teacher was a serial killer or a criminal in which case I would try and find someway to leave their apprenticeship."

Sunset nodded in agreement.

Twilight paused before asking. "And if you teachers were the targets of those who sought to kill them, would you defend them even if it meant your end?"

"Of course!" Trixie said. "I'd defend my teacher to the death if that was the case!"

"...would you take a life for them?"

Sunset glanced at Trixie. For a moment, the Unicorn seemed nervous and uncertain about her answer, but after a moment of thought she regained her composure and took a deep breath. "...if it was the only way to save them...yes."

With that final answer Twilight soared from her place on the throne and landed right in front of the two. "Trixie Lunamoon, while in the past you tended to talk of big game and boast about your abilities…but I cannot deny the fact that-like Sunset here-you do have potential hidden within the depths of your body..." She stated that she leaned down to meet her eye to eye. "...and I would like to be the one to help bring out that potential..."

"Wait... you... you would be my... Trixie's teacher?" Trixie asked her with a shocked expression on her face. "But... Trixie-"

"Believe me, I was just as shocked as you were when she came to me with this offer…" Sunset smiled.

"B-B-But... for Twilight to be Trixie's teacher..." Trixie stammered.

"If you feel that this would be too much for you, I won't argue or force you to join." Twilight said, placing her hoof on her shoulder.

Trixie took a bit longer to consider but made her decision. "Trixie wou-no, I would love for you to be my teacher." Trixie said as she bowed. "I would be honored."

"Good." Twilight nodded as she started to trot around the two. "Sunset here has been my apprentice for a little longer than you. Should I not be present she will teach you what I have taught her." She explained, to which Trixie nodded.

"Keep this in mind though…" Twilight continued, her tone now becoming much darker. "...I'm not going to sugarcoat anything, as my apprentices your tasks will be not only difficult, but life-threatening." She began as she paced around the two. "These self-righteous terrorists think that they are "freeing Equestria" by removing my "corrupt influence"." She scoffed. "They are nothing but pretentious cowards too afraid to see the land around them change, and as my apprentices you will end their lives if they try taking my life. You will NOT hesitate to kill them if you get the chance." She stated firmly before stopping in front of them. "Remember, both of you have been given a second chance to change, a luxury I have no intention of sharing with these self-righteous fools, I suggest you that do not squander it."

"I understand." Trixie said as she bowed before her. "I'm glad you chose Trixie as your student. I will not let you down."

Twilight gazed down at her for a moment before giving them a sincere smile. "Thank you, I assure you the choice you have made will be most beneficial…" She stated before her horn glowed, a second later the same Pegasus mare from before entered the room.

"You summoned me, your Majesty?"

"See to it that my newest apprentice is escorted to one of the guest rooms for now." She ordered, gesturing to the cyan Unicorn. The Pegasus nodded and proceeded to escort her out of the room.

"Well, that went better than expected…" Sunset said as she watched them leave. "Laid it on pretty thick there, I thought she'd at least hesitate a little after that speech…"

"She needed to know what she was getting into… I couldn't afford to sugarcoat anything, I will not allow her to go into this situation blind."

"Nor will I." Sunset added sternly before turning to face Twilight. "So why exactly did you call me here?"

"It's simple really, when I visited the human world there was one thing that stuck in my mind: the fact that even without magic, these creatures had made so many technological advancements… and yet our world, with all it magic still relies on steampunk technology." She stated that she made her way back to her throne. "It baffles me that other nations are developing their technology to the point that Equestria is falling behind, even Equestria's medicinal knowledge pales in comparison to that of the Minotaurs!" She explained, her voice raising ever so slightly as her wings flared open, causing Sunset to flinch. The Alicorn quickly calmed herself. " that is why I have summoned you, I intend to bring Equestria out of it's medieval stasis, but in order to do that I need your help."

"I understand your Majesty." Sunset said with little hesitation. "If we are to bring her kingdom to a new age of technological prosperity, we need to study the technology of that world in order to better integrate it into ours."

"My thoughts exactly." Twilight replied with a smile. "Sunset, you are return to the human world and bring back the most basic technology we can understand, we'll then modify it and slowly integrate it into our society."

"Understood your Majesty." Sunset replied with a quick salute. "I'll head back immediately-"

"One more thing, you have relocated the portal on your side right?"

Sunset nodded. "No need to worry about that, I had the statue moved to the storage basement of the school and replaced with a different one in order to keep anyone from discovering and or stumbling into it. Only Principles Celestia and Luna know about it and only I am allowed access to it."

"Good call short report back to me once you return."

With a simple nod Sunset left the throne room via teleportation.

"Celestia… Luna…" Twilight mumbled as she glared out the window towards Canterlot. "You've let this farce go on far too long, change is coming… and those who can't accept it will simply be left behind…"


	5. Shadows & Secrets: Avenging the Star

Cosmo groaned as he picked himself up, his head was pounding! _'What in Equestria did I do last night?!'_ He thought to himself as he looked around, it took him a few seconds to figure out that he wasn't in his mansion anymore, but in a cave if some sort...

"What in the... HELLO?!" He shouted into the cave. "IS ANYPONY ELSE IN HERE?!"

At first the only response was his own echo, but after a few seconds another voice made itself known.

"You can't do this to me! I'm an upstanding citizen of Canterlot!" The voice, unmistakably female, cried out.

The next sound was that of a hoof slamming against her as she cried out in pain. "Shut up bitch! Soon you're going to be nothing more than a smear on the ground." A third voice, a stallion's, told the female.

"Whoever you are you're making a big mistake! Do you know who I am?!" Cosmo shouted searching for the source of the voice.

"Simple," The voice responded. "An over-privileged, spoon-fed bastard!" Seconds after he finished, a shadowy figure rushed out of the tunnel at him. Cosmo had little time to react before a hoof connected with his face and sent him flying into the wall. He groaned as he slowly picked himself up and looked around, expecting his attacker to strike again, but he soon realized that he was already gone...

"H-hello? I-is somepony else here?" The mare's asked in a worried tone as she exited one of the tunnels.

"Shush! Keep it down! He might come back for more!" Cosmo growled as he turned to face said mare… only to recoil in shock.

The mare was a light orange-coated Unicorn with a brown mane and an open book with a scroll flying out of it for a cutie mark. The poor pony had a black eye and had bruises all over her body. "Good Faust, who did this to you!?" Cosmo asked the mare.

The mare just snorted at this. "That horrible sparklehead of a stallion! He... he said I was going to die alone down here where nopony could find me!"

"Why that... I knew they were mad but to try and do this?! This is an outrage!" Cosmo snarled as he patted the mare gently. "Come, let's try and find a way out of here."

"Th-thank you," The mare said as they made their way to the caves exit, upon which they found themselves in a large cavern with numerous tunnels. "Oh dear... this isn't good..."

"That bastard put us in a freaking tunnel system." Cosmo growled as they tried to decide which tunnel to go down. "You're a Unicorn right? Use your magic to make a path!"

The Unicorn bit her lip. "I tried to when I was first brought here, but that horrible stallion injected me with some sort of drug that messed up my magic flow." She explained bitterly. "No matter how many times I tried I can't even manifest a simple spark!"

"This is a problem. Whoever this is knows how to incapacitate a pony of any race... but it doesn't matter. His efforts will be in vain once the world knows how much of a horrid choice Twilight Sparkle is as a leader." Cosmo grinned. "In two days that fraud will be exposed and they will all _beg_ for us to kill her."

The Unicorn's eyes widened. "You... you mean that?!" She asked, hope evident in her voice. "Thank Lord Fuasticorn! You wouldn't believe what she's been trying to do to the foals… poisoning their minds in our very schools!"

"Really? The schools?" Cosmo asked utterly repulsed at the very idea of her getting into the minds of young foals and colts. "What lies has she been spreading?"

"It all started when she allowed those repulsive Changelings and Griffins to integrate into our society…" She explained, disgust evident in her voice. "After meeting with some of their leaders she had the nerve to request that several of the history books to be changed and brought "up-to-date" to match the "actual facts" of what happened... the lies she spread, I felt like I was going to puke!" She took a deep breath for a moment, calming herself before continuing. "She actually believed the Griffin's claims that during the war against them they didn't attack any of the hospitals at Horseshoe bay even when they had a clear shot, or the fact that we actually attacked several of their civilian districts while killing innocents!"

"That insane nag." Cosmo snarled as he heard these facts. "Why should she believe these outlandish rumors when it's clear that they DID do those horrid things! As for us attacking their civilians well if they weren't in our way we wouldn't have a need to strike them!"

"I guess it's true what they say, history is written by the winners." Another voice echoed throughout the caves. "Or in this case, ponies who are so secure about how good and noble their ancestors are that they constantly have to edit and fabricate it to remind our youth how great they are!" He added mockingly.

"You're the bastard who threw us in here, aren't you?!" Cosmo shouted. "You're the one who kidnapped me and this innocent unicorn mare aren't you?! Coward! Come out and face us without using the damn shadows!"

"Oh, well in that case..." The Pegasus Noble barely had time to breathe before an agonizing pain shot through his left wing. As he fell to the ground in pain he heard the unicorn cry out in terror before hitting the ground herself.

"Sorry, I prefer to stick to the shadows..." The voice chuckled before everything went silent once more.

"G-gah! My wings!" Cosmo shouted. He lifted a hoof and felt one before wincing in pain as he realized they were slashed. "Y-you bucking bastard you cut my damn wings!" He shouted.

"Not again, for the love of–it hurts!" The mare screamed and she pulled a syringe out of her side. "That bastard injected me with more of that drug!"

"That coward." Cosmo snorted. "He'd rather fight in the shadows like some weak assassin then face us head first like a real pegasus."

"Ugh..." The mare groaned as she struggled to stand. "I... I think I see a light at the end of that tunnel..." She stated, pointing to the cave on the opposite end of the cavern.

"Then let's go before he comes back to finish us off."

"R-right..." She said as they made their way into the caves. As they continued on their way, they soon came across what looked like train tracks, and upon going further than mediately came across a mine cart and another cavern, this one containing a bridge going across a large pit.

"I... I think I know where we are!" The mare exclaimed as she looked around. "These are the Canterlot caves!"

"Wait... then that… but that doesn't make sense! That means someone from Canterlot did this to us!" Cosmo exclaimed. "This doesn't... nobody from Canterlot would do this!"

"No one except a traitor!" She snapped. "Like those guards that arrested me..."

"Wait... the guards arrested you?" Cosmo asked. "But you're an upstanding citizen of Canterlot! Surely you must be mistaken!"

"It turns out that Twilight's corruption spreads farther than we thought." She said as she made her way across the bridge. "My job was to keep the records of Equestria's history up-to-date. When I protested her altering history she ignored my requests, and even planned on sending the new history books to schools across Equestria! I tried to stop her the only when I could: I snuck into the archives and took the altered books... but it turns out she was prepared and had several guards posted there just in case… and well, you know the rest."

"Wait... of those guards did one of them look blue?" Cosmo asked. He had a feeling he knew what one of those guards were... and if he was right then those weren't guards at all. "I have to know. Was one of those guards light blue... possibly cyan?"

She pondered for a second, as if trying to recall who arrested her. "Yeah, now that you mention it…"

"I knew it... that wasn't a guard. It was that idiot Rainbow Dash." Cosmo growled... but then smiled and began chuckling. "Oh if we get out of here we have some REALLY nice ammunition to give to Amadeus."

"Amadeus? As in, Prince Bluebloods father?" The mare asked.

"Yes ma'am. He knows how to hit the bitch where it hurts." He chuckled. "To date I don't think anyone has ever stumped her as bad as he has. To be honest he's the only reason why Twilight hasn't gotten away with everything just yet."

"What do you mean?"

"She has several more idiotic laws she wants to pass but Amadeus so far has kept them away and put them down like the horrid plans they are." Cosmo boasted. "He's never once allowed her to even come close to owning the court. The day Twilight Sparkle truly owns Equestria is the day Amadeus dies."

"But... Twilight's already created her own kingdom!" The mare said, remembering how the light engulfed Ponyville and surrounded it with a wall and a castle near the end. "At this point she's probably working on building an army of her own! Not that I don't have faith in our Nobles but how does he plan to fight her?"

"Simple. Bit by bit he's chipping away at her wall. Finding weak points in it and attacking them viciously." Cosmo told her cryptically. "As for her army? Even if it wasn't true, if Amadeus found out he'd tear her to shreds... verbally of course."

"You make it sound like he already has a force of his own..."

"Well it might help that... the whole conspiracy around her is lead by him." Cosmo boasted. "Remember the death of her repulsive Dragon? The assassins were from us."

The mare just stared at him in shock. "Surprised? Most usually are. I might even say that offing the dragon was the best thing that came out of that whole debacle." Cosmo told her. "It's only a pity that they never killed both of them."

"And the canary finally sings!" The voice called out once more. This time the mare was prepared for it and ducked right before the shadow hit her, sadly same could not be said for Lord Cosmo, who was immediately socked in the face and sent flying into the cave wall.

Cosmo tried standing up but he felt very weak and looked to his side and saw that a crystal had stabbed him in his side. "Y-you bastard... you... gah." Cosmo got out. He was NOT going to die bleeding out to this... sparkleheaded bastard.

"Are you ok?! Can you stand?!"

"Y-yeah..." Cosmo said as he tried to get up only to be hit right in the wound. He tried again but got the same result... and saw that the blows came from the mare.

"Good... because I want a shot at you myself!" She smirked deviously before slamming her hoof into his face again. "You have no idea how much I wanted to do that!" She said as the Pegasus landed next to her.

"But... but you HATE Twilight!" Cosmo shouted as the mare nailed him in the gut. She turned to the stallion who handed her a wash rag and a mask. "W-what is going on here?!"

"Awww, is the poor Pegasus confused?" The mare chuckled mockingly. "Well then here, let me spell it out for you."

Before Lord Cosmo could ask what she meant, the mare immediately pulled off her mane, revealing it to be a wig along with a fake horn, letting her long mane flow freely.

"So tell me, who's the idiot now?" The mare asked, taking pleasure in seeing the corrupt Noble's horrified expression.

"Y-you... you can't do this!" Cosmo stammered. "Y-you're a pegasus! W-we stick together! We don't need the Unicorns or Earth scum!"

"Ah, how quickly that bravado goes out the window when you're flat on your ass… it's kind of sad actually." She sighed, shaking her head. She then immediately slammed her hoof into the wound once more, earning another scream of agony from him. "You see, that's where you're wrong. All ponies stick together to make Equestria a better place, we depend on one another to survive, and we DON'T murder innocent children when we don't get what we want!" She snapped, kicking the Pegasus close to the edge of the bridge.

The Pegasus stallion snorted and her a mask, which put on as she approached the struggling Noble, the last thing he was gonna see were her two eyes staring into him with nothing but pure hatred. "P-please... m-m-mercy..." Cosmo begged as the mare leaned down and brought a sharp crystal to his throat.

"Oh sure, I'll give you mercy… the same amount of mercy you gave Spike!" She shouted before jamming the crystal into his throat, leaving him to fall over the edge.

If the fall didn't kill him, choking on his own blood certainly would.

The stallion turned to her. "We need to head back. Things will look suspicious if we don't."

"Yeah, yeah, I know..." She said as she pulled off her vest, spreading her wings and stretching them a few times. "Let's get going…"

The two then began flying towards the exit, which was literally just a short distance away and then left for Canterlot castle.

* * *

[Five Days Earlier]

Rainbow glared at her opponent. Yes she had gotten better, yes she is more brutal when it came to fighting... that still didn't help her as her opponent was a former member of the Royal Guard. She narrowly dodged a punch that was thrown at her only to feel her hooves get sweeped out from under her by her sparring partner. She landed with a grunt and a small groan. "Oh... that sucked... hard."

Her opponent landed next to her with a look of disappointment on his face. "You really need to stop rushing in headfirst like that." Flash stated as he helped her up. "I was able to pinpoint at least five openings in your stance, and need to be able to read your opponent's movements in order to react properly."

"Yeah, yeah. I'm not practicing for a dance recital Flash." Rainbow growled but then smirked. "Been awhile since I saw someone match my speed though."

"Maybe you haven't fought for very long against a Guard. I was moving at my normal speed." Flash told her. "You were just throwing haymakers all over the place."

"Seriously?!" Rainbow signed in irritation. "Just great... how am I supposed to help Twilight if I can't keep up?!" The Pegasus groaned.

"Try and NOT get frustrated for one thing." Flash said as he took another stance. "Don't leave yourself open. This isn't supposed to be fun but it's not supposed to be a brawl to the death either."

The cyan Pegasus stretched her wings for a moment before flying to the opposite end of the ring. "Alright, let's go again!" She shouted, taking her stance.

"Quite the diligent ones, aren't you?" A disembodied voice called out.

Rainbow instantly froze as she tried to pinpoint the spot where the voice came from. "Alright... whoever did that... you better have a DAMN good reason for interrupting us." Rainbow said as she looked at Flash and nodded to her right. Flash nodded and quietly started to sneak around.

"No need to search for me..." The voice continued. Suddenly there was a puff of smoke in the middle of the ring, revealing a cloaked pony. "...for I can simply come to you."

Both Pegasi turned around and quickly took flight, ready to attack if the pony was a threat. "And who the hay are you?!" Flash snapped.

"Remain calm. I am a friend and messenger." The pony said calmly.

"Yeah? For who?" Rainbow snorted as she glared at the cloaked pony.

"Another friend of course." The pony said plainly. "We seek to help Twilight Sparkle end Equestria's First, but she cannot do much in the Court Room. However... if key members were removed then they will be able to hurt the group more."

"...We're listening..." Rainbow said as she and Flash relaxed.

"It's simple, we cannot actively oppose them, as they are too politically powerful and influential. However, should they be taken out discreetly, not only will the council slowly lose power, but Princess Twilight would be able push for her reforms with less difficulty..." The pony explained.

"Rainbow... I know you want to jump in on this but we need to be careful." Flash said while glaring at the pony. "We want proof that you're on our side. Do you have anything that can prove it aside from just your word?"

The pony at first said nothing and simply reached under its cloak, Rainbow and Flash tensed, expecting some sort of weapon, but instead the pony pulled out a small box. "I believe this should eliminate any doubts that I'm on your side." The stated calmly as it opened the box, a small glow emitted from within.

The two Pegasi gawked at the box's contents before turning their attention back to the cloaked pony. "I-is that...?"

The pony then closed the box. "It is... now can I assume you'll be willing to help us?"

"... where do we start?" Flash asked. "Oh and one other thing... we want Twilight to know what is going on and what we are doing."

"Yeah. What the big idiot over here said." Rainbow said with a quick smirk. Flash just rolled his eyes.

"You underestimate our intent, we fully intend to alert Princess Twilight of our involvement, my master is even meeting with her as we speak." The pony stated as it tucked away the box.

"Alright... when do we start then?" Rainbow asked the pony. "I don't suppose you wouldn't just come here without a reason for something like this?"

The pony simply pulled out a file and gave it to Flash. "I will meet you in Canterlot with more details, but for now, here is the rendezvous point." It explained cautiously, however before the two of them could retort, the pony dropped a small ball which exploded into a cloud of smoke that engulfed the entire room.

"A Pegasus noble..." Flash said as he read the file. "Lord Cosmo, second eldest son of the Starwing family. He's a member of the Night Court... and has been very firm in his belief that Twilight is nothing but the future tyrant of Equestria." He he finished with a scowl, remembering some of the meetings he had attended where the stuck-up Nobelpony had done everything in his power to verbally tear down his lover.

"Wait... the Starwing family? I feel like I've heard that name before." Rainbow said while scratching her head. "Seriously... it's on the tip of my tongue but I can't say it."

"Well they were originally from Cloudsdale..." Flash said as he closed the file. "They moved to Canterlot over fifteen years ago after their oldest son died in an honor duel."

"Let me guess... the older son was an asshole to?" Rainbow asked Flash. "It wouldn't surprise me if that was the case... guess it doesn't really matter right now... how are we gonna look when we kill him?"

"...we're gonna be wearing full black bodysuits, what else?" Flash said bluntly.

"Uh huh... and NOT show him why not to screw with royalty? Nah we're going fancy for this shit." Rainbow retorted.

"Fancy how?" Flash asked, though he dreaded the answer considering Rainbow had a very eager look on her face.

Flash's eye twitched in irritation. "You do realize that this mission is going to require stealth, right? Also, I seriously doubt that our employer is going to take us seriously if we show up looking like we just walked out of a Power Ponies comic."

"Saying that like it's a bad thing?" Rainbow asked curiously. Flash considered yelling at her... but then slowly realized part of the problem... she didn't fully realize how serious the situation was. That they were about to end someone's life and it might be her that ends it. He needed that to get through to her.

"Rainbow Dash..." Flash began, his tone more serious than ever. "This isn't like one of those journeys you went on with your friends, we are being tasked with ending someone's life. We can't afford to be sloppy with something as important as this, if we fail, that bastard will link us back to Twilight, that's something I can't-no-WON'T let happen!"

"..." Rainbow was just stunned at this... and realized that yeah... he's right. This isn't just a fun trip just to scare someone. This was nothing different from what happened with Spike... and look what happened to his innocence... they murdered him... they took him away... and nopony was making them pay. "... I'm sorry Flash... I guess I was just trying to calm myself more then anything."

"We all have our ways of coping Rainbow..." Flash as he placed the file on the floor before tapping the center with his hoof. "...but we need to keep a level head in situations like this."

The center of the folder glowed as a familiar symbol appeared on it, suddenly the folder went up in orange flames, much to Rainbow's shock. The folder continued to burn until there weren't even ashes left.

"I uh... take it that was just in case anyone took that and sympathized with Equestria First?" Rainbow asked Flash who just nodded. "Well they're smart I'll give them that... so you were saying full black body suits huh?"

"We can discuss this further later, according to the file we have at least five days to prepare…" He said before making his way to the opposite side of the ring. "Now then, let's pick up where we left off, shall we?"

* * *

[Present Day]

The two pegasi exited the cave, both of them wearing a black bodysuits covering everything excluding their wings, light metallic armor covering their hooves, chests and wings, a mask shaped like an equines head, minus the ears, and finally a black hood covering up the top part of their heads.

"Well that was easy enough..." Flash mumbled.

"Guy pussed out like a bitch." Rainbow retorted. "Seriously he was such a fucking sore loser."

"I see your mission was a success…" A familiar voice called out, the two looked up to see the same cloaked pony standing on a nearby cliff looming over the entrance. "Well... what did he tell you?"

"Apparently Amadeus Blueblood is behind the entire conspiracy centered around Princess Twilight..." Flash explained.

"Really now?" The pony mused. "The master will be very pleased with this information… and what did you do with that moron Cosmo?" It asked, turning its attention to Rainbow Dash.

"Slit his throat and threw him down a hole." She proudly proclaimed. "Don't worry though, we made sure to collapse the exit. No one's going to find his body."

"Impressive... you two have done something great today. I hope you realize this." The pony said. "If you wish for some payment then it will be done... but now that we will contact you again for as many targets that will come."

The two watched as the pony threw down another smoke bomb and vanished. Rainbow and Flash then gazed up at the night sky, more specifically the green star that stood out among all the others. "Huh... you know I bet there's a sci-ency answer but I always wondered... what is with the green star?" Rainbow asked Flash. "I mean now that I asked it's gonna bug me for a while. You can't just ask that and not want to know."

"Oddly enough, that star appeared right after Spikes funeral…" Flash stated as they proceeded to trot through the forest. "From what Twilight told me, it's rumored that when a Dragon passes on if they were pure of heart they take their place in the stars…"

"...well then I hope his star shines the brightest." Rainbow said with a tear in her eye as she took her mask off. "You deserve it little buddy."

"Rest in peace, young hero..." Flash said as he spread his wings and took to the sky. "Let's get back to the Empire..."

"Right behind ya." Rainbow said as she put her mask back on and took off after him.

Up above them in the night sky, the Green Star shined just a little brighter...


	6. To Accept and Thrive

Applejack sighed as she trotted through the Everfree Park. Five months, that's how long it had been since Empress Twilight had taken on Trixie as an apprentice.

Most of her friends weren't very optimistic about this choice to say the least... well, mostly Applejack and Rarity, Fluttershy was more open to the idea considering her friendship with Discord, while Rainbow and Pinkie didn't really care (although Pinkie did threaten to "remove her mouth the hard way" if she pulled another stunt like she did with the Alicorn Amulet).

"Sis? Somethin' wrong?" Applebloom asked her sister as she walked up to her.

"N-Nothin'... just thinkin' about… Twilight…" Applejack sighed as they trotted through the Everfree Park. "S'cuse me," She mumbled as she brushed past a Pegasus Stallion, however she blinked and looked back, realizing that said stallion seem to have a faint glow about him.

A Changeling.

She wasn't exactly sure how (Although she had a small suspicion that it had something to do with that brew Zecora made before the Castle was built), but ever since Twilight had established her empire, every time a changeling would take the form of someone or something a faint glow seemed to surround their figure.

"Weird." Applejack said to herself as she continued to walk along the park. She was fine with... _most_ of Twilight's reforms and had to admit that most of the Empire's citizens honestly had better lives because of her.

She still remembered the look of shock on everyone's faces when it was revealed that Fleur was actually a changeling, and what's more, Fancy Pants had proposed on the day interspecies marriages had been legalized within the Empire!

Although there certain citizens who were still somewhat uncomfortable with the ones that once invaded Equestria now living amongst them… she remembered a few fights that had broken out either because a Changeling overstepped his/her boundaries or a few ponies couldn't let go of the past and antagonized one.

Then there was Twilight herself, almost everything about her just felt… aggressive and cold, even when she tried to act friendly, she could feel the intimidating vibe behind her tone...

As they continued to walk through the park, they noticed a dark-green Pegasus wearing the Dusk Guard armor approaching them, upon getting close enough he stopped in his tracks and stood at attention. _'This has gotta be important.'_

"Miss Applejack." The Guard began. "Empress Twilight requests your presence immediately. It concerns the tower that has… 'grown' on your property." He explained, as if having trouble putting it into words.

"Ah understand. Thank ya." Applejack said as she turned towards the castle. The guard in turn went back to wherever duties he had to perform. "Bloom, head back home." She said as she trotted off, her little sister simply watched her leave with a small look of uncertainty on her face...

* * *

"...and thanks to the full citizenship granted to the Diamond Dogs, we can use their mines as a construction site around the purple tower." Mayor Mare explained as she and Twilight conversed in the main council room, which had a round table in the center displaying a near-transparent image of her Empire.

"I can see this… but, what about their- " Twilight was about to ask, only to noticed Applejack enter her throne room. "We'll continue this conversation later." Mayor Mare nodded as she grabbed her papers and left the room.

"I'm glad to see you made it." Twilight said as she approached her friend.

"Howdy Twi." Applejack greeted, tipping her hat. "Ya wanted ta see me about somethin'?"

"Indeed I do… you see, I've been going over it with Mayor Mare, and apparently the tower that manifested on the edge of Sweet Apple Acres is technically you family's property..." She explained as she guided her to the map. "I have some ideas for its secondary function that I need to go over with you..."

"Whaddya mean?" Applejack asked her friend who had a small smile on her lips.

"Well it would be used to store food in case there's a shortage during winter or a crisis in which resources are limited, as well as several devices that would not only help the work go faster, but also restock and ship supplies throughout Equestria." She explained as she cast a spell on the map, immediately several train tracks seem started extending from the orange tower towards the main railway connected to the pink tower. "You see, ever since the Empire had been established and expanded, I've been working re-modifying the railway system and made the pink tower the newest central station with several smaller stations being built throughout the Empire…" She explained to the farm pony, however she looked away for a moment, a bit hesitant to bring up the next subject.

"Is there… somethin' yer not tellin' me?" Applejack asked curiously. "So far this seems mutually beneficial. Ah'd have to go over a few things with the family… but we ain't got no reason ta go against ya."

"It's not that, it's just... in order for this to work there would have to be several… technological modifications to your farm, that kind that would help the workflow go smoother and faster mind you..." She explained, upon noticing Applejack's skeptical look she decided to stop beating around the bush. "...and the ponies who are the most qualified to be working on said modifications happen to have a _history_ with you..."

"What histor-" Applejack stopped as she slowly realized exactly _who_ she was talking about. "No, _absolutely not._ Twi Ah don't care what ya think they can do but it will only benefit them. They're snakes and liars. The moment they get a INCH of mah land they'll kick me and the family off!" Applejack yelled at Twilight, refusing to entertain the idea of the to brothers who almost drove her family out of business owning any part of her family's property.

"That might've been the case… if they weren't under constant observation by the Royal Guard no matter what they do." Twilight stated confidently, getting the farm pony's attention. "Plus, they won't be given any land, they'll only be allowed to make modifications."

"Yeah and at the first chance they get they'll find a loophole it to make it work for them!" The farm pony protested, still unconvinced… until she saw Twilight's smile. "What did ya do?"

Twilight chuckled lightly. "Well you see, before I came to you I looked up their history at various towns and cities where they've pulled their little swindling stunts. As a result I-or rather you, will basically have them on a _very_ short leash, either they provide their inventions for the Empire, or they get shipped to the prison of the last town they swindled, complete with bright shiny bows on their heads."

Applejack arched a brow. "So yer sayin', they really can't afford to push their luck… 'cause it's either work for us and provide technology…"

"...or get thrown in a cell in a town that's screaming for their hides." She finished as she trotted towards her friend. "Applejack, I know I've been very cold and distant for a while, but I-no, WE need to modernize Equestria, and those two are very adapt at developing technology. This will be a big step forward for the Empire."

Applejack stared at her eyes, uncertainty written all over her face. "Okay Twilight. Is that the case? Then explain how this makes ya any different than any of the tyrants from the past? Cause Ah'm not a good history nut but most of them claim it's fer the best." Applejack replied. "Ah ain't budgin' 'til ya give me a satisfyin' answer."

Twilight sighed and took a moment to collect herself. "Because advancing our our society and technology is the best way to advance Equestria towards a brighter future. Applejack, you may not know this, but Equestria is just, if not more, stubborn about following tradition than you were." She held up a hoof to halt any questions or arguments AJ had. "We currently live in a society that mostly believes that if magic cannot do it, it is impossible and saying otherwise is nothing short of blasphemy. Case in point; Pinkie Pie."

"What does she have to do with this?" AJ asked, confused as to why the former party-pony was now being brought up.

"You see, she has a condition that has her constantly hearing voices in her head, said condition has happened to past members of the Pie Family as well... sadly they were... driven insane… or went as far as to take their own lives..." Twilight stopped for a moment, letting the farm pony register this before continuing. "The only reason she can function normally in society is because her family is wealthy enough to afford medicine from the Minotaur Kingdom. Without it, she would've been sent to an asylum in the middle of nowhere, a place where ponies born with mental conditions are left to be forgotten about by society, all because these problems cannot be fixed with magic." As she finished, she gave Applejack hard look. "Now tell me Applejack, if advancing our technology can prevent more ponies from going through _that_ , can you honestly call me a tyrant for wanting to change Equestria for the better?"

"...fine. Ah'm in... on two conditions." Applejack said with a glare, Twilight shrugged.

"Name them. I'm all ears."

"First; those two are tah be watched at ALL TIMES. Ah don't care if they're eatin', sleepin', bathin', or even takin' a piss, they're tah be guarded 24/7!" She stated firmly. "Second; they are NOT to make any "modifications" unless me, mah big bro, or Granny Smith approve!" She finished, giving Twilight a look that made it very clear that this was not up for debate.

"Understood Applejack. You can calm down now." Twilight said as she held up a hoof. AJ huffed a bit but soon calmed down a bit later. "I promise that what you have asked will be done."

"See that it is, ah don't trust those snakes as far as Ah could buck 'em." She replied.

* * *

Twilight watched from the balcony as Applejack exited the castle, a small smile on her face as she trotted through the park.

"Quite a bold move you made, my Empress..." A new voice called out, Twilight turned to see a Unicorn mare enter the room, escorted by a Griffin Skyhawk, a Diamond Dog Stone Cracker, and a Changeling Dusk Guard, all of whom stood at attention by the doorway. Said mare had a light pink coat, bright blue eyes, a deep purple mane with one streak each of lighter purple and light green. Her cutie mark was a four-pointed violet star overlaid on a white one, trailing wisps of swirling bluish-green light. "I'm glad to see that you're not afraid to bring down your hoof when needed… though I find it odd that you'd put them to work instead of locking them up and throwing away the key..."

"They could have used their talents to help ponies, but they choose to swindle them out of their money instead." Twilight stated before heading back inside. "Well they've forfeited that choice. They _will_ use their talents to help others whether they like it or not. They've dug their own grave and will be tossed in if they step out of line."

"And where does that leave me?" The Unicorn asked in a neutral tone.

Twilight turned to face her. "While you had a point that cutie marks shouldn't dictate what one does for the rest of your life, you went about spreading that message in the worst way." She stated. "Simply giving everyone the same mark in your little village wouldn't have let you slip under the radar. If my patrols hadn't come across your little village, chances are you would've been found and arrested anyway."

The Unicorn scoffed, not liking that she was being told how pointless her actions were.

"However, you have a unique gift… and that's why I've decided to keep you close, because that gift that can be put to good use if placed in the right environment..." She continued, approaching the Unicorn before spreading her wings. "However, I will be keeping you under close surveillance, and I have zero tolerance for those who step out of line. So _do not test my patience_ , understand?"

The Unicorn bowed respectfully. "I understand, my Empress."

"Princess!" Trixie called out as she rushed into the room, pushing past the guards. "We have a situation!"

"What is it Trixie?" Twilight asked, rather worried when she saw how panicked she was when she entered the room.

"It's Sunset, she just sent me a message that there are three girls on… the other side…" Trixie explained, warily avoiding spilling any info in front of the Unicorn. "...have been using magic to hypnotize an entire school!"

"I'll be there shortly. Wait for me by the throne room!" She stated, Trixie nodded and teleported away.

Twilight briefly turned her attention to the Unicorn before her. "Think long and hard about the option I've given you… I foresee great things for you Starlight Glimmer, don't disappoint me."

And with that, she teleported away...


	7. I Say Jump, You Say How High?

Twilight let out a content sigh as she stepped out of the portal, no longer was she greeted by the front of the school, but instead the basement that the statue had been moved to. Despite being the more logical location for the portal, she did miss gazing upon Canterlot High when entering this odd world.

She briefly held up her hand and swirled it around few times, causing the magic aura to appear in thin air. _'So Sunset was right, the spell does keep your magic active after you enter the portal…'_ She thought to herself, satisfied with this result she exited the storage room while stretching her arms, only to come face to face with Sunset Shimmer and... a girl that looked just like her… save for a few distinct differences… such as her hairstyle that was tied into a bun, and those glasses she wore.

"Hello, Sunset. I see you've acquainted yourself with my human counterpart..." She smiled as she approached the two, her human self taking a step back in surprise.

Sunset perked up at this and took the human Twilight's hand. "Y-Yeah, this is my girlfriend." She explained, blushing as she brought her close and whispered. "It's okay, there's no need to be nervous. She's basically you... only well, Royalty."

The human Twilight seemed to calm down at this, adjusting her glasses as she made eye-contact with her other self. "H-H-Hello, m-my name is Twilight Sparkle. According to my girlfriend, you're my alternate counterpart?"

"Yes, I am. It's very nice to meet you." Princess Twilight said as she shook her human self's hand, not lost to the surrealness of the situation. Despite having come here before, she'd never actually met _herself_. "I do understand how you feel however, the first time I came to this world I encountered an entire group comprised of alternate versions of my friends. It was… _very surreal_ , to say the least…"

"It's nice to meet you as well. I have to say I feel the same way." Human Twilight giggled, now feeling less awkward about the situation. "This is very interesting though, I mean, to think there are other worlds we have yet to explore… by any chance, does your world have a version of Spi-"

Sunset tensed at this and was about to cut her off, but the Princess simply held up her hand to halt any questions her human self might start asking. "As much as I would love to discuss the possibilities of other realities, I still have business to attend to…" She stated firmly. Her human self looked disappointed, but nodded in understanding.

The Princess' expression then became more serious as she turned her attention back to Sunset. "Now then, tell me more about these three girls, Sunset."

"Yes, Princess." She nodded, sighing in relief... an action that was not missed by the human Twilight...

* * *

"...so you're telling me, that three girls showed up at CHS with unknown magic, and began hypnotizing the entire school with their singing?" Princess Twilight asked as Sunset and her human counterpart escorted her up the stairs leading out of the basement.

"That's right, the moment they started seeing everyone immediately started arguing, everyone's been at each other's throats ever since they arrived." Sunset explained. "We need to do something about them before they cause anymore harm."

The Princess opened her mouth to speak, but her human counterpart (unintentionally) cut her off. "But how do we do that?" She asked in a nervous tone. "If they can hypnotize anyone with their voices alone, what chance do we have of catching, let alone stopping them? All they need do is hum a little tune and command us to leave them be!"

"No exactly, I managed to catch them alone in the halls once, they didn't seem very eager to sing right then and there…" Sunset mused to herself. "It's possible that they were saving what little magic they had for something bigger and didn't want to waste it on me. No doubt they have a plan. And something tells me they won't do anything rash out in public. At least, not yet anyway…."

"If you're right Sunset, then we can use that info to our advantage..." Princess Twilight stated as they stopped near the stairs. "However we must act quickly, otherwise they could spread their influence throughout the entire school before we have a chance to take them down."

"So, what do we do?" Human Twilight asked.

"I say we corner them." Sunset said, smashing her fist into her palm for emphasis. "Confront them and make sure they have no way of using their powers on all of us, and then we capture them."

The Princess arched a brow at this."Oh? And are the others in on this plan?"

"Yes, they are." Sunset nodded. "I let them all know you were coming and that they should all think up a few backup plans, just in case mine didn't work."

"Sound reasoning, my apprentice." Smiled the Princess. "I am proud of you."

Sunset smiled back with a small blush. "Thanks, Twilight."

However at this moment her human counterpart stood beside Sunset and grasped her hand firmly. "We should get going if we're going to meet up with the others…" She said, a jealous gleam in her eye.

"You don't need to worry about me stealing her away from you, my dimensional sister." Princess Twilight giggled, earning a small blush from her other self. "Now..." She turned around and made her way through the doors.

"Let's go save the school."

* * *

Once out of the basement, they made their way through the halls of the school. Sunset opened the door and let her mentor go first, coming up beside her and leading the way towards the room her friends now used to meet up in. "After those girls took over the school, we couldn't meet at the statue anymore, least the the students they brainwashed overhear us. So I had to find a better place for us to meet up away from prying eyes..." She explained. They had been walking for a while since they arrived, and after a few twists and turns ended up in a closed off hallway in the school. The sign on the rope that separated them from the meeting place read; [Do Not Cross]. "This place hasn't been used ever since it was destroyed in my... attack. "

Twilight's Human counterpart tugged on Sunset's jacket sleeve upon hearing this. "Attack? What attack? Did you do something?"

"Oh right, Twi… let's just say I haven't quite told you everything yet… but I'll tell you when all this is over, I promise." Sunset explained, giving her a reassuring kiss her on the cheek before turning her attention to the Princess. "Anyway, let's go and get this meeting started, shall we?" Sunset said as they made their way over the rope and down the hall towards the room. From an outsider's point of view, it was just a pile of rubble, but Twilight could sense a weak illusionary spell covering. Sunset simply snapped her fingers to temporarily dispel the illusion, revealing the door. "Here we are, everyone else is already inside."

And with that, she opened the door and they walked in.

* * *

The meeting went without a hitch. Everyone was happy to see the Princess again, catching up and talking about what had happened since her last visit, but soon everyone got serious the moment the subject of the three magical girls came up. Idea after Idea was exchanged about how to approach these "Dazzlings", as they called themselves (which the Princess found to be arrogant and boastful). All the girls had given their piece, their ideas ranging from a meeting in the school courtyard to a straight up confrontation in the gym. Twilight kind of liked Rainbow's suggestion, the idea of shaming the evildoers in front of others made her feel a sense of pride and justice as she considered it. _'It would serve them right, let those who were wronged look upon them as they suffered her wrath.'_

"But wait, doesn't that seem a little… I don't know, harsh?" Came a voice, snapping her out of her thoughts. Everyone turned their attention to Fluttershy, who instinctively hid herself behind her hair upon becoming the center of attention.

"Harsh?" Asked Princess Twilight with restrained anger. "Fluttershy, they're forcing the _entire school_ to fight amongst themselves. They _deserve_ more than to be publicly humiliated, they should be locked away-."

"Twilight!" Sunset snapped, getting her attention. "You have to calm down!"

Everyone stared at the Princess as she took a deep breath, they could tell something had changed about their friend. Sunset gave he mentor a disapproving look, reminding her that she was dealing with different versions of her friends, ones that were unaware of the untimely demise of her beloved son.

After a moment of silence Applejack spoke up. "Sugarcube… you feelin' OK?"

Princess Twilight sighed. "I… I'm sorry girls. I'm just...going through a lot on the other side. Stress of Princesshood and all that..."

"Anything you'd like to talk about darling?" Rarity asked curiously. "I know a thing or two about dealing with stress."

"Yeah." Added Pinkie as she hung from the ceiling. "And you must be _really_ stressed to snap like that."

She shook her head. "No. I'll be fine, please continue."

Everyone looked less than convinced, but no one said anything. "Anyway, Fluttershy, what do you suggest we do then?" Rainbow asked, starting up the conversation once more.

The timid mare gave her friends a surprisingly confident smile. "That's simple, Rainbow Dash. The idea of getting caught unprepared is what scares most people, not the certainty of it. If we confront them in a manner where there's a chance they can't use their powers to their fullest, they'll be less likely to throw caution to the wind when pressured, and more likely to be paranoid and afraid. After all, they were more subtle when casting their spell for the first few times, so they must not have enough power yet, and therefore they won't be willing to use up too much magic unless they need to."

Everyone stared at her for a moment until Rarity placed a hand on her shoulder and smiled. "Well then, I think we have our plan."

* * *

An hour later, the group made their way towards the courtyard, passing several students were arguing amongst themselves. The Princess recognized several familiar faces as she walked down the hallway, Lyra, Bonbon, Cloudchaser, Photo Finish, the Crusaders, even the human version of Flash Sentry, who was currently holding back Derpy from throttling Trixie, although looking like he was ready throw a punch himself. It brought dismay to the group to see so many close friends that they'd brought together now at each other's throats and pushing aside their friendships in favor of winning a competition…

It was then that they noticed a greenish mist wafting across the floor, through the open door and towards the center of the courtyard where three girls were appeared to be singing together, seemingly relishing in the sound of their own voices. While they didn't _look_ like much of a threat to the Princess, she could feel ancient magic coming from them. Well, less them, and more the necklaces that adorned their necks. She could feel a massive amount of negative energy coming off of them. _'I've got to be careful if I want answers, but I'm getting them either way. No evil will stand in the way of my dream for Equestria.'_ She thought to herself as she observed the trio.

At the center stood a girl with yellow-orange skin, and fluffy orange hair held in a ponytail by a spiked band. She wore a purple outfit with shorts attached and a short-sleeved, violet shawl, purple boots with gold ankle bands; light violet fingerless gloves and matching tights, a studded gold belt buckle shaped like a gem.

To her right was a lavender-skinned girl whose was hair tied into two very long pigtails with large star barrettes. She wore a sleeveless top under an open, green shirt with ripped away sleeves, three dark magenta bracelets on both arms, magenta tights with glitter down both hips, dark magenta boots and a matching double belt with a star buckle.

And to her left was a blue-skinned girl with blue hair in a long ponytail. She wore short-sleeved dark red-pink jacket with a lighter-hued collar and cuffs, a spiked bracelet on both arms, light blue accents on the front, a pink skirt, and light-pink knee-high boots.

The group watched as the green mist swirls up to them and was absorbed into the glowing jewels that hung from their necklaces. "So those are the Dazzlings, huh?" The Princess asked with a scowl. She clenched her fists as she stormed towards them, her friends following suit, the moment they got close enough the quickly surrounded them.

This action got their leader's attention. "Oh? What do you girls want?" She asked condescendingly, as if she were addressing someone beneath her.

"What we want is for you to tell us what you're doing here." She snarled, glaring daggers at her as her eyes were briefly surrounded by the "mask" that adorned her face as a pony.

To her credit, while her comrades either backed away or shivered under her gaze, their leader didn't show any outward signs of fear. But the Princess could see it in their eyes, they felt her power, and they were afraid. Their apparent leader was about to speak up again, only for the one with purple hair to put on an air of superiority and glare back in Twilight's direction. "What do you mean "what are we doing here"? This is a school. We're learning."

Their leader growled. "Aria… I do the talking-"

"Don't play dumb with us!" Sunset cut her off. "We know you've been hypnotizing these students with your music. Tell us what you're really up to here." She then smirked at her their apparent leader. "And Adagio, before you try to give us the "you can't stop us" speech you probably have prepared, I know some of my friends are more than willing to get rough..."

And with that she stepped back, allowing RD, AJ, and Twilight to step forth, the Princess taking the lead as she flared her magic, the silhouetted image of Midnight Sparkle appearing behind her as she walked up to them, glaring daggers at the trio. The three girls looked upon the Princes with pure fear. Sure, they had planned on hypnotizing the school and bringing everyone under their control... but with power like this opposing them, they weren't so sure of themselves anymore.

But Adagio refused to back down, they would go down fighting if it meant they could keep what little power they'd amassed. "Fine! Try and stop us, but know this… we won't go down without a fight!" She snapped, her necklace glowing as two transparent wings appeared behind her back.

Twilight's frown was replaced by a slightly curious smirk at this act of defiance. "Oh really? The three of you against all of us?"

This time the blue one spoke up. "Uh.. Dagi? You sure about this?" She asked as she nervously took another step back. "You felt her power..."

"Zip it Sonata..." She growled, a bead of sweat trailing down her forehead.

"She's right though, you have… now then, are you three gonna play nice?" She asked before she flew over to Adagio, getting dangerously close to her face. "...or are things going to get difficult?"

Adagio was about to reply, but a startled yelp got her attention. Turning around she saw that Rainbow Dash and Applejack had taken this opportunity to sneak behind them and subdue her comrades. Applejack had put Aria in a full-nelson, and Rainbow Dash had Sonata in a choke-hold. Adagio began to sweat, she'd been hoping to at least work around these girls immunity to their songs, or at the very least absorb enough negative emotions to overpower them… but now the odds were completely stacked against her.

Biting her lip as she turned back to the Princess, she swallowed her pride and backed down. "Fine, you win… I'll cooperate."

"Good, now then..." She said as she took a few steps beck, her aura slowly vanishing. "Let's start with how you three ended up in this world."

The three stared at her, and, as if reconsidering, lowered their gaze to the ground. However before the princess could repeat herself, Adagio spoke up. "We're sirens, we need to feed off of negative energy. It's a part of how we survive. Back in Equestria we went from one village to the next, using our songs to force ponies into fits of anger and rage… but eventually we got too cocky and got sent here by that damn unicorn… _Starswirl_." She explained, spitting the name out like poison.

Sunset's eyes widened at this. _'Starswirl the Bearded? But… that would make these girls over one-thousand years old!'_

"... him and his friends dropped into this we ended up nearly starving because we had no source of food." Aria added, despite the awkward position she was in. "So we started to make our own chaos. We fed off the misery we caused others, and that's how we've been living to this day."

"Surely you could've just eaten normal food?" Came Fluttershy's voice.

This time Sonata spoke up. "Well duh, of course we could have! But those bad feelings were our best source of food. We did what we were used to doing in a strange place with no clue how to survive here. So sue us." She scoffed, rolling her eyes.

"Every world has conflict. You had no need to stir up your own trouble in order to eat." Sunset retorted angrily taking a set forward. "You three were sent here over one-thousand years ago, in other words, you're all immortal yes?"

"Wait, these three are HOW OLD?!" Rarity stammered, a glint of jealousy in her eye.

"Later Rarity, later." Princess Twilight chided, allowing Sunset to continue.

"You simply could've approached someone for shelter and food, or..." Sunset suggested.

"That's what we did at first!" Adagio snapped, cutting her off. "But we couldn't do that for too long. People are cruel, and most wouldn't help us, so we went about doing what we usually. Know this Rainbooms, we feel no remorse for our actions. We did what we had to to survive, no matter how extreme it may have been. Plus, we had our pride to uphold-"

"Pride?! You would bring harm to an entire populace for _pride_?!" The Princess snapped as her horn reappeared and wings erupted from her back once again. The three were engulfed in her aura as two of them were yanked out of RD and AJ's grasp and rose into the air. "I can't believe this! I'm going to...to..."

"Princess stop! You've gotta calm down!" She heard her human counterpart call out, all the while the rest of her friends watched in fear. Shocked that their once quirky, nerdy (and sometimes adorable) friend had become so ruthless and cold at the drop of a hat. "Please, I may not know what happened to you on the other side of the portal... but since I _am you_ I know this isn't what you would want to become!"

The Princess glared at her counterpart for a moment, who surprisingly didn't flinch under her gaze. However as she turned her attention back to the Dazzlings, all three of them struggling in her grasp... she felt a sudden idea come up. "No, you're right… I won't go that route… I've got a better idea..."

Out of nowhere, Rainbow broke the silence. "Uh, not to question your logic Princess, but what idea could be better than just jailing them for good?"

"I'm getting there, Rainbow. Be patient" She said as she turned back to the Dazzlings, still in her grasp, and gave them a coy smile. "You're hungry, right? You want to feed on negative emotions? Well then… how about you work for me?"

The three sirens glanced at each other, and then Adagio nervously asked. "Us, work for you?"

The Princess nodded. "Yes, you see… your talents could in fact be used for a little project I'm working on back home."

"A-and what happens if we say no?" Came Aria's nervous voice.

A smirk adorned Twilight's features once more as her hands began to glow. Immediately an aura surrounded each of the Dazzlings necklaces before they were yanked off of their necks. "Hey! Give those ba-" They all yelled as one, only to be cut off by a flare from Twilight's horn.

"It's simple, either you three work for me…." She began as the three necklaces floated into her right hand. "...or I leave you completely powerless in this world. Choose wisely."

Adagio, Sonata, and Aria shared a uneasy look, but after a silent conversation Adagio spoke for all of them. "Fine. We accept. We'll help you with this... project of yours... Just please… give us our necklaces back..." She said in an almost pleading tone.

"Oh, you'll get these back in due time..." The Princess said before pocketing their necklaces. _'After I cast a spell on these, one that can limit just how much power they'll get. Can't have these three turning traitor the second they get strong enough...'_ She thought to herself before turning away from the trio and walking past her friends. "Don't you worry though, I have a plan for you girls that'll benefit all of us… but first things first..." "Let's get you three back to Equestria, shall we?"

* * *

 _[Seven Months later…]_

Back in Equestria, Starlight Glimmer took a deep breath as she stepped out onto the balcony, in the distance she watched as an armored train made its way from the Pink Tower. That particular tower had been converted into a massive Train Station that contained several separate tracks and elevated turntables for re-routing various trains to other points in Ponyville. Due to the village becoming so big, multiple stations were placed in certain areas and various trains were created for different purposes, such as ones for multiple passengers from different cities, ones for different types of cargo to be shipped out, and ones for prisoners.

Speaking of prisoners, while the Diamond Dogs had been given their own homes within the empire, their abandoned mine had been hollowed out restructured into a special prison at the base of the Purple Tower…

...a prison that Starlight was now in charge of.

As she made her way to her office she slowly went through the files that had been gathered on the new prisoners. "Let's see, we've got a group of Bull called the "Cattle Rustlers" and their leader Longhorn, a Zebra sorcerer by the name of Braze, some jewel thief named Rough Diamond…" She mumbled as she continued to read through the names… however she stopped when one particular name caught her eye; a Pegasus named Fastlane, arrested for his association with the well-known terrorist organization: The Equestrian's First.

A smirk graced her lips as she looked down at the train as it pulled into the prison station. This was gonna be… interesting.

* * *

The prisoners were lead out of the armored train, chains binding their hooves, as they were walked towards the gate they crossed a bridge that lead over what looked like a forest of black vines covered in light blue thorns, a few of the prisoners noticed them move at certain points, weather the vines themselves could move or there was something else living in there they didn't want to find out.

They reached the wall that must have been at least half a mile high, and near the top one could see dark clouds with what appeared to be spikes sticking out of them.

It was like someone took everything that was lethal and menacing about Everfree and dropped it all into this one area.

"What did we do to deserve this?" One prisoner asked with sorrow in his voice.

"Broke the law." One of the guards scoffed as he pushed him forth. "Now get moving scumbag!"

As they reached the gate, Starlight, along with several guards came out with a tray holding several multi-colored collars.

"Now be calm." Starlight said with a motherly tone with a smile. "These collars won't hurt you... too much. But if you struggle then I can't promise they won't damage your throat."

"And what the hay do those things do?!" Another voice called out, getting her attention.

Starlight smirked as she turned her attention to the prisoner, the Pegasus had a dark blue coat, a short but wild orange and red mane, and his cutie mark was a red lighting bolt that seemed to be splitting a cloud in half.

"Oh, these are just specialized "limiter collars", crafted by Princess Twilight herself in order to prevent criminals like you from getting out of control." She explained coyly.

"Oh, buck that noise!" The pegasus shouted as he flashed his wings and tried to fly off as fast as he could.

Starlight simply giggled as he struggled against the chains and immediately pulled out a staff and aimed it at him, a beam of magic shot out from the staff and hit the stallion, freezing him in place. While the stallion struggled in its magic grip, suddenly his cutie mark slowly floated off of his body and into a jar which she promptly closed. The aura holding him in place dissipated, allowing him to fall to the ground. Not giving him another chance to react she clamped one of the black collars around his neck.

"...w-what did... what did you do?!" He asked Starlight, fear now in his eyes as he looked at her.

"Oh nothing much," She chuckled as she attached the collars to remaining prisoners. "I just removed that pesky cutie mark to make sure ponies like you stay in line..." She explained as an equal sign appeared on his flank. "As long as you're here, I own you."

"And this is... and this is what that psychotic monster thinks her kingdom will be like?!" The pegasus shouted with a laugh. "She thinks everyone will just accept that what your abominable magic does is okay?!"

"As long as it keeps lawbreaking criminals like you in check, she couldn't care less. Especially when it comes to those of Equestrian's First" She stated firmly before glaring down at the Pegasus with a smug grin. "Traitors like you need to be shown that the justice system will always prevail, especially against terrorist cells like yours."

"We only want what is best for our kind! You and that monster of a 'princess' are just going to let it all fall to ruin!" He shouted at her with a glare. "You think everyone will just support you?! You're wrong! You'll only lead us to ruination!"

"Oh spare me your over-bloated egotistical nonsense!" Starlight retorted, rolling her eyes. "You bastards are nothing more than stubborn, racist murderers who refuse to go along with a world that is adjusting to change!"

"Oh and you're so much better huh? Look what you did to my cutie mark!" He snapped at her as he pointed to the equal mark. "You talk about change and that's the result?! You force me to be average?! You're the hypocrite here you bitch!"

While a few of the prisoners backed away while the guards got ready to attack, Starlight shook her head dismissively. "That's the thing, ponies like you believe that they're above the law... and this is the result." With that statement Starlight simply tapped the ground with her staff, causing a powerful shock of electricity to emit from the collar and through the stallion's body, forcing a scream of agony out of him as he fell to the ground twitching in pain. "Unlike you, we try to help Equestria advance while you simply want to live in the stone ages." She scoffed as she turned away and led the group across the bridge, on the other side of the thorny vine forest was a misty moat.

"Oh, and in case-" Before she could finish the leader of the bulls head-butted one of the guards and dived over the edge into the water.

"Haha! Go boss!" The rest of them cheered as he attempted to swim towards the shore… only to stop and start swimming into the opposite direction. At the moment everyone could've sworn they heard… singing?

"Ah yes. That should be our "moat security" right about now." Starlight said with a chuckle.

Before anyone could ask what she meant, the mist cleared to reveal a odd violet finned fish/dragon beast, with a standard horses head and forelegs, sitting on a rocky outcropping.

As Longhorn swam closer the creature started singing higher, those who saw her from afar started to see something different… a beautiful mermare with a long flowing silver mane, however every few seconds the image would immediately shifted back to the creature.

The moment Longhorn got to the outcropping the mermare gave him a kind smile and gently caressed his face... only to for her to open her mouth, revealing rows of sharp teeth, and proceeded to let out a predatory roar that ended illusion. Longhorn barely had enough time to scream before the Siren bit into his neck and tackled him into the water...

"Enjoy your meal, Aria! Now, I was saying before I was so rudely interrupted… don't try swimming through the moat to escape, otherwise the Sirens will end up having an early lunch break." Starlight continued nonchalantly as bubbles rose to the surface and the water was tinted red. "Now that that minor annoyance is out of the way, let me tell you a few things about your new home..."

The prisoners all just stared at her with full comprehension of where they stood in this prison. They were dirt… no, they were LESS than dirt. The moment they tried anything at all they would pay... dearly.

 **Author's Note:**

And the new chapter is here!

First off, I'd like to point out that this entire chapter wouldn't be possible without the contributions of the following users for helping write parts of this chapter:

wildprince15 (Dazzlings' section)

VampDash (Starlight's section)

Anyway, be sure to comment, and please support the Tropes Page.


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